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Table of Contents

As filed with the Securities and Exchange Commission on December 17, 2021

No. 333-260104 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MOTIVE CAPITAL CORP*

(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of incorporation

or organization)

6770

(Primary Standard Industrial

Classification Code Number)

N/A
(I.R.S. Employer Identification No.)

7 World Trade Center

250 Greenwich Street, FL 47

New York, New York 10007

212-651-0200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Blythe Masters

Chief Executive Officer

7 World Trade Center

250 Greenwich Street, FL 47

New York, New York 10007

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Shukie Grossman

Evan D’Amico

Gibson, Dunn & Crutcher LLP
200 Park Avenue

New York, NY 10166
Tel: (212) 351-4000

Daniel J. Espinoza

W. Stuart Ogg

Goodwin Procter LLP
601 Marshall Street

Redwood City, California 94063

Tel: (650) 752-3100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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. (Check one):

Table of Contents

Large accelerated filer

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.

If applicable, please place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered

Amount
to be Registered(1)

Proposed Maximum
Offering Price
Per Share

Proposed Maximum
Aggregate
Offering Price

Amount of
Registration Fee(2)

Domestication Common Stock(3)

41,400,000

$9.89(4)

$409,446,000.00

$37,955.64

Domestication Public Warrants(5)

13,800,000

(6)

Domestication Common Stock underlying Domestication Public Warrants(7)

13,800,000

$9.89(4)

$136,482,000.00

$12,651.88

Domestication Common Stock(8)

150,000,000

$9.89 (4)

$1,483,500,000.00

$137,520.45

Total

219,000,000

$2,029,428,000.00

$188,127.98(9)

(1)

Immediately prior to the consummation of the Merger described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Motive Capital Corp, a Cayman Islands exempted company (“Motive”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which, Motive’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by Motive (after the Domestication) upon consummation of the proposed Business Combination, as further described in the proxy statement/prospectus.

(2)

Calculated in accordance with Section 6(b) of the Securities Act by multiplying the applicable proposed maximum aggregate offering price of securities to be registered by 0.0000927.

(3)

The number of shares of common stock of Motive following the Domestication (“Domestication Common Stock”) being registered represents the number of Class A ordinary shares of Motive (“Motive Class A Shares”) underlying units of Motive (“Motive Units”) that were registered pursuant to the Registration Statement on Form S-1 (333-250947) and Registration Statement on Form S-1 MEF (333-251278) (collectively, the “IPO Registration Statements”) and offered by Motive in its initial public offering. The Motive Class A Shares automatically will be converted into Domestication Common Stock on a one-to-one basis in connection with the Domestication and pursuant to the terms of the Merger Agreement.

(4)

Estimated pursuant to Rule 457(c) under the Securities Act and solely for the purpose solely for the purpose of under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price is equal to the average high and low prices of Motive Class A Shares reported on The New York Stock Exchange as of September 30, 2021.

(5)

The number of public warrants to acquire shares of Domestication Common Stock (the “Domestication Public Warrants”) being registered represents the number of public warrants to acquire Motive Class A Shares (“Motive Public Warrants”) underlying Motive Units that were registered pursuant to and offered in the IPO Registration Statements. In connection with the Domestication, the terms of the Motive Public Warrants, pursuant to Section 4.5 of that certain Warrant Agreement, dated December 10, 2020, between Continental Stock Transfer & Trust Company and Motive (the “Warrant Agreement”), automatically will be modified to a right to acquire an equal number of shares of Domestication Common Stock.

(6)

Pursuant to Rule 457(g) under the Securities Act, no additional filing fee is paid with respect to the Domestication Public Warrants because the shares of Domestication Common Stock to be offered pursuant to the Domestication Public Warrants are also registered hereunder.

(7)

The number of shares of Domestication Common Stock being registered represents the number of Motive Class A Shares issuable upon exercise of the Motive Public Warrants.

(8)

The number of shares of Domestication Common Stock being registered represents the maximum number of shares of Domestication Common Stock issuable as securities merger consideration pursuant to the terms of the Merger Agreement.

(9)

Previously paid.

* Prior to the consummation of the Business Combination described herein, the registrant intends to effect a deregistration under Section 206 of the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Motive Capital Corp (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “   ”.

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/ prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

DATED DECEMBER 17, 2021, SUBJECT TO COMPLETION

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

MOTIVE CAPITAL CORP

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

205,200,000 SHARES OF COMMON STOCK

AND

13,800,000 PUBLIC WARRANTS

OF

MOTIVE CAPITAL CORP

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), WHICH WILL BE RENAMED “    ” IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN

The board of directors of Motive Capital Corp, a Cayman Islands exempted company (“Motive” and, after the Domestication as described below, “New Forge”), has unanimously approved (1) the deregistration of Motive under the Cayman Islands Companies Act (As Revised) and the domestication of Motive as a Delaware corporation under Section 388 of the Delaware General Corporation Law (the “Domestication”); and (2) the merger of FGI Merger Sub, Inc., a Delaware corporation and subsidiary of Motive (“Merger Sub”), with and into Forge Global, Inc., a Delaware corporation (“Forge”), with Forge surviving the Merger as a wholly owned subsidiary of New Forge (the “Merger”); in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 13, 2021, by and among Motive, Merger Sub and Forge, attached to this proxy statement/prospectus as Annex A (as may be amended from time to time, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. As a result of these transactions, Motive will become a Delaware corporation (New Forge, which will change its name to “ ”) and will legally acquire Forge.

As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Motive (the “Motive Class A Shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Forge (the “Domestication Common Stock”); (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Motive (the “Motive Class B Shares”), will convert automatically, on a one-for-one basis, into shares of Domestication Common Stock; (3) each then issued and outstanding public warrant of Motive (the “Motive Public Warrants”) will automatically represent a right to acquire one share of Domestication Common Stock (the “Domestication Public Warrants”), on the terms and conditions set forth in the warrant agreement, dated December 10, 2020, between Motive and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”); (4) each then issued and outstanding private placement warrant of Motive issued prior to Motive’s initial public offering (the “Motive Private Warrants”) will represent a right to acquire one share of Domestication Common Stock (the “Domestication Private Warrants”), on the terms and conditions set forth in the Warrant Agreement and (5) each of the then issued and outstanding units of Motive that have not been previously separated into the underlying Motive Class A Shares and underlying Motive Public Warrants (the “Motive Units”), will be separated and will entitle the holder thereof to one share of Domestication Common Stock and one-third of one Domestication Public Warrant. Following the Domestication and prior to the Merger, the former holders of Motive Class A Shares, Motive Class B Shares, Motive Public Warrants and Motive Private Warrants will have the same relative ownership of New Forge as they did in Motive and the cash value of the securities received in the Domestication should be substantially the same as the cash value of the securities held by the owner before the Domestication. No fractional Domestication Public Warrants will be issued upon separation of the Motive Units.

Immediately after the Domestication, but before the Merger, New Forge will (1) issue 6.85 million shares of Domestication Common Stock to those certain investors ("PIPE Investors") pursuant to those certain subscription agreements, dated as of September 13, 2021, between Motive, on the one hand, and the PIPE Investors, on the other hand (collectively, the "PIPE Subscription Agreements"), for aggregate consideration equal to $68.5 million at a purchase price of $10.00 per share (the "PIPE Investment") and (2) issue between five million and 14 million (depending on how many holders of Motive Class A Shares exercise their redemption rights) Forward Purchase Units, each composed of one share of Domestication Common Stock and one-third of one Domestication Public Warrant (the "Forward Purchase Units"), to certain Motive fund vehicles managed by an affiliate of Motive (together with their designees and assignees pursuant to the A&R FPA, the "A&R FPA Investors"), pursuant to that certain Amended and Restated Forward Purchase Agreement, by and between the A&R FPA Investors and Motive, dated

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September 13, 2021 (the “A&R FPA”), at a purchase price of $10.00 per Motive Unit, for an aggregate purchase price of between $50 million and $140 million (the "A&R FPA Investment").

As a result of and upon the Closing (as defined below) of the Merger, among other things, all outstanding capital stock of Forge (as more fully described elsewhere in this proxy statement/prospectus) as of immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of at least 140 million shares of Domestication Common Stock (at a deemed value of $10.00 per share) (the “Securities Merger Consideration”) and up to $100 million in cash (the “Cash Merger Consideration”), each subject to certain adjustments more fully described elsewhere in this proxy statement/prospectus (the “Aggregate Merger Consideration”). The total consideration paid to holders of Forge's outstanding equity securities will have an aggregate value equal to $1.5 billion (assuming the Domestication Common Stock is valued at the deemed value of $10.00 per share as it is pursuant to the Merger Agreement for purposes of determining the aggregate number of shares payable to holders of Forge capital stock).

The following table illustrates beneficial ownership levels (which are equivalent to voting power) in New Forge immediately following the consummation of the Business Combination assuming the levels of redemptions by the public shareholders indicated:

    

No Redemption Scenario(1)

    

50% of 
Maximum Redemption Scenario(2)

    

Maximum Redemption Scenario(3)

 

Number of
Shares
(in millions)

   

%
Ownership

   

Fully
Diluted
Ownership %

Number of
Shares
(in millions)

    

%
Ownership

    

Fully
Diluted
Ownership %

Number of
Shares
(in millions)

    

%
Ownership

Fully
Diluted
Ownership %

Forge Stockholders(4)

124.9

66.3

%

55.1

%

124.9

70.6

%  

57.4

%

134.9

81.2

%

65.1

%

Holders of Motive Class A Shares

41.4

22.0

%

18.3

%

20.7

11.7

%  

9.5

%

%

Holders of Motive Class B Shares

10.4

5.5

%

4.6

%

10.4

5.9

%  

4.8

%

10.4

6.2

%

5.0

%

A&R FPA Investors

5.0

2.7

%

2.2

%

14.0

7.9

%  

6.4

%

14.0

8.4

%

6.8

%

PIPE Investors

6.9

3.6

%

3.0

%

6.9

3.9

%  

3.1

%

6.9

4.1

%

3.3

%

Total Outstanding

188.5

100.0

%

83.2

%

176.8

100.0

%  

81.2

%

166.1

100.0

%

80.2

%

Motive Public Warrants (5)

13.8

  

6.1

%

13.8

  

6.3

%

13.8

  

6.7

%

Motive Private Warrants

7.4

  

3.3

%

7.4

  

3.4

%

7.4

  

3.6

%

Forge Options and Forge Warrants(4) (6)

15.1

  

6.7

%

15.1

  

6.9

%

15.1

  

7.3

%

Warrants Issued to A&R FPA Investors

1.7

  

0.7

%

4.7

  

2.1

%

4.7

  

2.3

%

Total Dilutive Warrants and Options

38.0

  

16.8

%

41.0

  

18.8

%

41.0

  

19.8

%

Total Fully Diluted(7)

226.5

  

100.0

%  

217.8

  

100.0

%

207.1

  

100.0

%

(1)This scenario assumes (i) that no Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(2)This scenario assumes (i) that 20,700,000 Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(3)This scenario assumes that all Motive Class A Shares are redeemed and the $68.5 million received as proceeds from the PIPE Investment and $140 million received as proceeds from the A&R FPA Investment are sufficient to satisfy the $208.5 million Minimum Cash Condition (as defined below). In this scenario, the Cash Merger Consideration is $0.
(4)Assumes no Forge options or warrants are exercised prior to the consummation of the Business Combination.
(5)Includes warrants retained by the holders of Motive Class A Shares that elect to have their shares redeemed.
(6)Includes both vested and unvested Forge options and Forge warrants, which upon closing of the Merger will be converted into options and warrants to acquire Domestication Common Stock.
(7)Does not give effect to the shares reserved for issuance under the Incentive Plan and Employee Stock Purchase Plan. See “Proposal No. 7 — The Incentive Plan Proposal” and “Proposal No. 8 — The Employee Stock Purchase Plan Proposal” for additional information.

This prospectus covers (1) 41,400,000 shares of Domestication Common Stock that will be issued to holders of Motive Class A Shares in connection with the Domestication; (2) 13,800,000 Domestication Public Warrants that, pursuant to the terms of the Warrant Agreement, will represent a right to acquire Domestication Common Stock upon exercise following the Domestication; (3) 13,800,000 shares of Domestication Common Stock that, pursuant to the terms of the Warrant Agreement underly the Domestication Public Warrants in accordance with the Warrant Agreement and (4) 150,000,000 shares of Domestication Common Stock, representing the maximum number of shares issuable as Securities Merger Consideration. The holders of these shares may from time to time sell, transfer or otherwise dispose of any or all of these shares in a number of different ways and at varying prices, and we will not receive any proceeds from such transactions.

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This prospectus does not cover (A) 10,350,000 shares of Domestication Common Stock that will be issued to holders of Motive Class B Shares in connection with the Domestication; (B) 7,386,667 Domestication Private Warrants, that, pursuant to the terms of the Warrant Agreement, will represent a right to acquire Domestication Common Stock upon exercise following the Domestication; (C) 7,386,667 shares of Domestication Common Stock that, pursuant to the Warrant Agreement underly the Domestication Private Warrants in accordance with the Warrant Agreement; (D) 6.85 million shares of Domestication Common Stock that will be issued in connection with the PIPE Investment; (E) up to 14 million Forward Purchase Units that will be issued pursuant to the A&R FPA; and (F) up to 4.67 million shares of Domestication Common Stock that are issuable upon exercise of the Domestication Public Warrants that will be issued pursuant to the A&R FPA.

The Motive Units, Motive Class A Shares and Motive Public Warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “MOTV.U,” “MOTV” and “MOTV WS,” respectively. New Forge will apply for listing, to be effective at the time of the Business Combination, of Domestication Common Stock and Domestication Public Warrants on the NYSE under the proposed symbols “    ” and “     WS”, respectively. It is a condition of the consummation of the Business Combination that Motive receive confirmation from NYSE that the Domestication Common Stock and Domestication Public Warrants have been approved for listing on NYSE. There can be no assurance such listing conditions will be met. If such listing condition is not met, the Business Combination will not be consummated unless such listing condition is waived by the applicable parties.

This proxy statement/prospectus provides shareholders of Motive with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of Motive. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors”  of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                , 2021, and

is first being mailed to Motive’s shareholders on or about                , 2021.

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MOTIVE CAPITAL CORP

7 World Trade Center,

250 Greenwich St., FL 47

New York, NY 10007

Dear Shareholders of Motive Capital Corp:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary Meeting”) of Motive Capital Corp, a Cayman Islands exempted company (“Motive”), at                 a.m., Eastern Time, on                , 2021, at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Ave, New York, NY 10166 and virtually at                . Due to the COVID-19 pandemic, we are encouraging our shareholders to attend the Extraordinary Meeting virtually, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

On September 13, 2021, we entered into the Agreement and Plan of Merger, by and among Motive, FGI Merger Sub, Inc., a Delaware corporation and subsidiary of Motive (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A (as may be amended from time to time, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus. As further described in the accompanying proxy statement/prospectus, pursuant to the Merger Agreement and other related agreements (the “Business Combination”), among other things, the following transactions will occur:

1.

Motive will be deregistered in the Cayman Islands and continue or redomesticate as a Delaware corporation (the “Domestication”, and following the Domestication, changing its name to “    ” and referred to herein as “New Forge”).

2.

In connection with the Domestication:

a.

Each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Motive (the “Motive Class A Shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Forge (the “Domestication Common Stock”);

b.

Each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Motive (the “Motive Class B Shares”, together with Motive Class A Shares, “Motive Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of Domestication Common Stock;

c.

Each then issued and outstanding public warrant of Motive (the “Motive Public Warrants”) will represent a right to acquire one share of Domestication Common Stock for $11.50 (the “Domestication Public Warrants”) pursuant to Section 4.5 of that certain warrant agreement, dated as of December 10, 2020, by and between Motive and Continental Stock Transfer & Trust Company (the “Warrant Agreement”);

d.

Each then issued and outstanding private placement warrant of Motive (the “Motive Private Warrants”), will represent a right to acquire one share of Domestication Common Stock for $11.50 (the “Domestication Private Warrants”) pursuant to Section 4.5 of the Warrant Agreement; and

e.

Each of the then issued and outstanding Motive Units, including such Motive Units issued in connection with Motive’s initial public offering, that have not been previously separated into the underlying Motive Class A Shares and underlying Motive Public Warrant upon the request of the holder thereof (the “Motive Units”), will be separated and will entitle the holder thereof to one share of Domestication Common Stock and one-third of one Domestication Public Warrant. No fractional Domestication Public Warrants will be issued upon separation of the Motive Units.

3.

Immediately after the Domestication, but before the Merger (as defined below), New Forge will (a) issue 6.85 million shares of Domestication Common Stock to those certain investors (“PIPE Investors”) pursuant to those certain subscription agreements, dated as of September 13, 2021, between Motive, on the one hand, and PIPE Investors, on the other hand (collectively, the “PIPE Subscription Agreements”), for aggregate consideration equal to $68.5 million at $10.00 per share (the “PIPE Investment”) and (b) issue between five million and 14 million (depending on how many holders of Motive Class

i

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A Shares exercise their redemption rights) Forward Purchase Units, each composed of one share of Domestication Common Stock and one-third of one Domestication Public Warrant (the “Forward Purchase Units”), to certain Motive fund vehicles managed by an affiliate of Motive (together with their designees and assignees pursuant to the A&R FPA, the “A&R FPA Investors”), pursuant to that certain Amended and Restated Forward Purchase Agreement, by and between the A&R FPA Investors and Motive, dated September 13, 2021 (the “A&R FPA”), at a purchase price of $10.00 per Motive Unit, for an aggregate purchase price of between $50 million and $140 million (the “A&R FPA Investment”). The shares of Domestication Common Stock to be issued pursuant to the PIPE Subscription Agreements and A&R FPA have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws and were offered and sold in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Motive has granted the PIPE Investors and A&R FPA Investors certain registration rights in connection with the PIPE Investment and A&R FPA Investment, respectively.

4.

Immediately after the Domestication, Merger Sub will merge with and into Forge, with Forge surviving the merger as a wholly owned subsidiary of New Forge (“Merger”) in accordance with the Delaware General Corporate Laws (the “DGCL”), and in consideration thereof, New Forge will (a) issue at least 140 million shares of Domestication Common Stock to Forge at a deemed value of $10.00 per share (the “Securities Merger Consideration”) and (b) pay up to $100 million to Forge in cash (the “Cash Merger Consideration”), in each case, subject to certain adjustments provided for in the Merger Agreement. In connection with such merger, New Forge will change its name to     , in accordance with the DGCL.

As a result of these transactions, Motive will become a Delaware corporation (New Forge, which will change its name to “      ”) and will legally acquire Forge.

The Motive Units, Motive Class A Shares and Motive Public Warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “MOTV.U,” “MOTV” and “MOTV WS,” respectively. New Forge will apply for listing, to be effective at the time of the Business Combination, of Domestication Common Stock and Domestication Public Warrants on the New York Stock Exchange (“NYSE”) under the proposed symbols “    ” and “     WS”, respectively. Motive cannot assure you that the Domestication Common Stock and Domestication Public Warrants will be approved for listing on NYSE. It is a condition of the consummation of the Business Combination that Motive receive confirmation from NYSE that the Domestication Common Stock and Domestication Public Warrants are approved for listing on NYSE. There can be no assurance such listing conditions will be met. If such listing condition is not met, the Business Combination will not be consummated unless such listing condition is waived by the applicable parties.

At the Extraordinary Meeting, Motive shareholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”):

1.

Proposal No. 1: The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt by ordinary resolution the Agreement and Plan of Merger, dated as of September 13, 2021 (the “Merger Agreement”), by and among Motive, Merger Sub, and Forge, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder, including the Merger and the issuance of shares of Domestication Common Stock pursuant to the Merger Agreement.

2.

Proposal No. 2: The Redomestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of Motive’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”).

3.

Proposal No. 3: The Non-Binding Organizational Documents Proposals — To consider and vote upon, separately presented proposals to approve by ordinary resolution certain governance provisions in the Certificate of Incorporation of New Forge (the “Proposed Charter”) and the Bylaws of New Forge (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”), which are being separately presented in accordance with SEC requirements and which will each be voted upon on a non-binding advisory basis.

4.

Proposal No. 4: The Binding Charter Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Charter in the form attached hereto as Annex B.

ii

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5.

Proposal No. 5: The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution of the holders of Motive Class B Shares the nine (9) individuals to serve as members of the board of directors of New Forge following the consummation of the Business Combination.

6.

Proposal No. 6: The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of more than 20% of the issued and outstanding Motive Ordinary Shares in connection with the Issuances.

7.

Proposal No. 7: The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Stock Option and Incentive Plan in the form attached hereto as Annex I.

8.

Proposal No. 8: The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Employee Stock Purchase Plan in the form attached hereto as Annex J.

9.

Proposal No. 9: The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, and the NYSE Proposal.

The proposals set forth above are sometimes collectively referred to herein as the “Proposals.” Each of Proposals Nos. 1, 2, 4, and 6 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). The Adjournment Proposal and the Non-Binding Organizational Documents Proposals are not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus. Each of the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the Cross Conditioned Proposals and the consummation of the Business Combination.

Our board of directors unanimously recommends that Motive shareholders vote “FOR” each of the Proposals. When you consider the recommendation of Motive’s board of directors in favor of each of the Proposals, you should keep in mind that Motive’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1 — The Business Combination — Interests of Certain Persons in the Business Combination.”

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the Extraordinary Meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary Meeting and, if a quorum is present, will have no effect on the Proposals. If you are a shareholder of record and you attend the Extraordinary Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Pursuant to Motive’s amended and restated memorandum and articles of association (the “Cayman Constitutional Documents”), Motive is providing its holders of Motive Class A Shares with the opportunity to redeem all or a portion of their Motive Class A Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Motive’s trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding Motive Class A Shares that were sold as part of Motive’s initial public offering (“IPO”), subject to the limitations described herein. Motive estimates that the per-share price at which Motive Class A Shares may be redeemed from cash held in the trust account will be approximately $                at the time of the Extraordinary Meeting (based on the balance in the trust account of approximately $                as of                , 2021). On                , 2021, the last sale price of Motive Class A Shares was $                per share.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE MOTIVE REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO MOTIVE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED,

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THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Motive is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary Meeting and at any adjournments or postponements thereof. Motive’s initial shareholders, including Motive Capital Funds Sponsor, LLC, a Cayman Islands limited liability company (“Sponsor”), and its officers and directors, who own approximately 20% of Motive Ordinary Shares as of the record date, have separately agreed to vote their Motive Ordinary Shares in favor of the Proposals.

Each Motive shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary Meeting, please submit your proxy card without delay. Motive shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person or through the virtual meeting platform if such shareholder subsequently chooses to attend the Extraordinary Meeting. If you are a holder of record and you attend the Extraordinary Meeting and wish to vote in person (or via teleconference), you may withdraw your proxy and vote in person or through the virtual meeting platform. Under the Cayman Islands Companies Act (As Revised), abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary Meeting, and accordingly will have no effect on any of the Proposals.

This proxy statement/prospectus provides shareholders of Motive with detailed information about the proposed Business Combination and other matters to be considered at the Extraordinary Meeting. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” of this proxy statement/prospectus.

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Motive with the Securities and Exchange Commission, such information is available without charge upon written or oral request. If you have any questions or need assistance with voting, please contact Motive’s proxy solicitor,         .

If you would like to request documents, please do so no later than                 , 2021 to receive them before the Extraordinary Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about Motive, Merger Sub, and Forge.

Thank you for your consideration of these matters.

Sincerely,

/s/ Blythe Masters

Motive Capital Corp

Blythe Masters

Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                , 2021, and is first being mailed to Motive’s shareholders on or about                , 2021.

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MOTIVE CAPITAL CORP

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON                , 2021

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) of Motive Capital Corp, a Cayman Islands exempted company (which is referred to as “Motive”), will be held at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Ave, New York, NY 10166 and virtually at                . Due to the COVID-19 pandemic, we are encouraging our shareholders to attend the Extraordinary Meeting virtually. You will need the control number that is printed on your proxy card to enter the Extraordinary Meeting. Motive recommends that you log in at least 15 minutes before the Extraordinary Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the Extraordinary Meeting in person. You are cordially invited to attend the Extraordinary Meeting for the following purposes:

1.

Proposal No. 1:  The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt by ordinary resolution the Agreement and Plan of Merger, dated as of September 13, 2021 (the “Merger Agreement”), by and among Motive, Merger Sub, and Forge, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder, including the Merger and the issuance of shares of Domestication Common Stock pursuant to the Merger Agreement.

2.

Proposal No. 2:  The Redomestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of Motive’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”).

3.

Proposal No. 3:  The Non-Binding Organizational Documents Proposals — To consider and vote upon, separately presented proposals to approve by ordinary resolution certain governance provisions in the Certificate of Incorporation of New Forge (the “Proposed Charter”) and the Bylaws of New Forge (the “Proposed Bylaws”, together with the Proposed Charter, the “Proposed Organizational Documents”), which are being separately presented in accordance with SEC requirements and which will each be voted upon on a non-binding advisory basis.

4.

Proposal No. 4:  The Binding Charter Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Charter in the form attached hereto as Annex B.

5.

Proposal No. 5:  The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution of the holders of Motive Class B Shares the nine (9) individuals to serve as members of the board of directors of New Forge following the consummation of the Business Combination.

6.

Proposal No. 6:  The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of more than 20% of the issued and outstanding Motive Ordinary Shares in connection with the Issuances.

7.

Proposal No. 7:  The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Stock Option and Incentive Plan in the form attached hereto as Annex I.

8.

Proposal No. 8:  The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Employee Stock Purchase Plan in the form attached hereto as Annex J.

9.

Proposal No. 9:  The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, and the NYSE Proposal.

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The proposals set forth above are sometimes collectively referred to herein as the “Proposals.” Each of Proposals Nos. 1, 2, 4, and 6 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). The Adjournment Proposal and the Non-Binding Organizational Documents Proposals are not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus. Each of the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the Cross Conditioned Proposals and the consummation of the Business Combination. Each of the Redomestication Proposal and the Binding Charter Proposal require the affirmative vote of at least two-thirds of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting. Each of the Business Combination Proposal, the Non-Binding Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting. The Director Election Proposal requires the affirmative vote of a majority of the Motive Class B Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting. Further, in the absence of shareholder approval for an extension, if Motive does not consummate the Business Combination and fails to complete another initial business combination by December 15, 2022, Motive will be required to dissolve and liquidate.

Only holders of record of Motive Class A Shares and Motive Class B Shares (together, “Motive Ordinary Shares”) at the close of business on                , 2021 are entitled to notice of the Extraordinary Meeting and to vote at the Extraordinary Meeting and any adjournments or postponements of the Extraordinary Meeting. As of                , 2021, the record date, there were 51,750,000 Motive Ordinary Shares issued and outstanding and entitled to vote. Each Motive Ordinary Share entitles the holder to one (1) vote at the Extraordinary Meeting on each Proposal (other than the Director Election Proposal) to be considered at the Extraordinary Meeting. With respect to the Director Election Proposal, only holders of Motive Class B Shares are entitled to vote at the Extraordinary Meeting.

This proxy statement/prospectus is first being mailed to Motive shareholders on or about                , 2021. Approval of each of the Redomestication Proposal and the Binding Charter Proposal will require a special resolution under the Cayman Islands Companies Act (As Revised) (the “Companies Act”), being the affirmative vote of at least two-thirds of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting. Approval of the Director Election Proposal will require an ordinary resolution of the holders of Motive Class B Shares under the Companies Act, being the affirmative vote of the majority of the issued and outstanding Motive Class B Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting. Approval of each of the Business Combination Proposal, the Non-Binding Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal will require an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting. Under the Companies Act, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary Meeting, and accordingly will have no effect on any of the Proposals.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Whether or not you plan to attend the Extraordinary Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The Motive board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote “FOR” each of the Proposals.

If you have any questions or need assistance with voting, please contact Motive’s proxy solicitor,       .

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Rob Heyvaert

Ron Heyvaert

Executive Chairman

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TABLE OF CONTENTS

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF MOTIVE CAPITAL CORP

MOTIVE CAPITAL CORP

i

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON        , 2021

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vii

FREQUENTLY USED TERMS

1

QUESTIONS AND ANSWERS

3

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

19

SELECTED HISTORICAL FINANCIAL INFORMATION OF MOTIVE

35

SELECTED HISTORICAL FINANCIAL INFORMATION OF FORGE

37

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

38

COMPARATIVE PER SHARE DATA

39

MARKET PRICE AND DIVIDEND INFORMATION

41

FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA

42

RISK FACTORS

45

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

80

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

88

EXTRAORDINARY MEETING OF SHAREHOLDERS

94

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

100

PROPOSAL NO. 2 — THE REDOMESTICATION PROPOSAL

134

PROPOSALS NO. 3A THROUGH 3F — THE NON-BINDING ORGANIZATIONAL DOCUMENTS PROPOSALS

137

PROPOSAL NO. 4 — THE BINDING CHARTER PROPOSAL

143

PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSALS

146

PROPOSAL NO. 6 — THE NYSE PROPOSAL

148

PROPOSAL NO. 7 — THE INCENTIVE PLAN PROPOSAL

150

PROPOSAL NO. 8 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

155

PROPOSAL NO. 9 — THE ADJOURNMENT PROPOSAL

158

U.S. FEDERAL INCOME TAX CONSIDERATIONS

159

INFORMATION ABOUT MOTIVE

169

MOTIVE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

176

INFORMATION ABOUT FORGE

182

FORGE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

201

EXECUTIVE AND DIRECTOR COMPENSATION

228

MANAGEMENT OF NEW FORGE AFTER THE BUSINESS COMBINATION

229

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW FORGE

242

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

244

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDERS’/STOCKHOLDERS’ RIGHTS

254

DESCRIPTION OF NEW FORGE CAPITAL STOCK

257

SECURITIES ELIGIBLE FOR FUTURE SALE

267

PUBLIC TRADING MARKETS

267

EXPERTS

268

SHAREHOLDER COMMUNICATIONS

268

LEGAL MATTERS

268

OTHER MATTERS

268

STOCKHOLDER PROPOSALS AND NOMINATIONS

268

APPRAISAL RIGHTS

269

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

269

ENFORCEABILITY OF CIVIL LIABILITY

269

WHERE YOU CAN FIND MORE INFORMATION

270

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Annex A —

Agreement and Plan of Merger, dated as of September 13, 2021, by and among Motive, Merger Sub, and Forge

Annex B —

Form of Proposed Certificate of Incorporation

Annex C —

Form of Proposed Bylaws

Annex D —

Sponsor Support Agreement, dated as of September 13, 2021, by and among Motive, Forge, the Sponsor, and certain holders of Motive Class B Shares

Annex E —

Stockholder Support Agreement, dated as of September 13, 2021, by and among Motive, Forge and certain stockholders of Forge

Annex F —

Amended and Restated Forward Purchase Agreement, dated as of September 13, 2021, by and between Motive and the A&R FPA Investors

Annex G —

Form of Amended and Restated Registration Rights Agreement between the Sponsor, New Forge and the RRA Holders

Annex H —

Form of Subscription Agreement, dated as of September 13, 2021, entered into by and between Motive and the PIPE Investors

Annex I —

Form of 2021 Incentive Plan

Annex J —

Form of 2021 Employee Stock Purchase Plan

Annex K —

Opinion of Houlihan Lokey Capital, Inc.

Annex L —

Amended and Restated Memorandum and Articles of Association of Motive

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FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

·

“A&R FPA” means that certain Amended and Restated Forward Purchase Agreement, by and between the A&R FPA Investors and Motive, dated September 13, 2021, attached hereto as Annex F.

·

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger.

·

“Cayman Constitutional Documents” means Motive’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, attached hereto as Annex L.

·

“Closing” means the closing of the Business Combination.

·

“DGCL” means the General Corporation Law of the State of Delaware.

·

“Domestication” means the domestication of Motive as a corporation incorporated in the State of Delaware.

·

“Domestication Common Stock” means one share of New Forge common stock, par value $0.0001 per share.

·

“Domestication Private Warrant” means a warrant to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) pursuant to the terms and conditions set forth in the Warrant Agreement.

·

“Domestication Public Warrant” means a warrant to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) pursuant to the terms and conditions set forth in the Warrant Agreement.

·

“Employee Stock Purchase Plan” means the 2021 Employee Stock Purchase Plan, in the form attached as Annex J, effective at the closing of the Business Combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Incentive Plan” means the 2021 Stock Option and Incentive Plan, in the form attached as Annex I, effective at the closing of the Business Combination.
“Issuances” means the issuance and sale of between 140 million and 150 million shares of Domestication Common Stock to the holders of Motive Ordinary Shares pursuant to the Merger Agreement, between five million and 14 million (depending on how many holders of Motive Class A Shares exercise their redemption rights) Forward Purchase Units pursuant to the A&R FPA (each of which represents one share of Domestication Common Stock and one-third of one Domestication Public Warrant) and 6.85 million shares of Domestication Common Stock pursuant to the PIPE Investment.
“Merger” means, in accordance with the DGCL, the merger of Forge with and into Merger Sub, whereupon the separate existence of Merger Sub will cease, and the Forge will survive the merger.
“Merger Sub” means FGI Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Forge.

·

“Motive” means Motive Capital Corp, a Cayman Islands exempted company.

·

“Motive Class A Share” means a Class A ordinary share, par value $0.0001, of Motive.

·

“Motive Class B Share” means a Class B ordinary share, par value $0.0001, of Motive. Also referred to as “Founder Shares”.

·

“Motive Ordinary Shares” means, collectively, Motive Class A Shares and Motive Class B Shares.

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·

“Motive Private Warrant” means a warrant to purchase one (1) Motive Class A Share at an exercise price of eleven Dollars fifty cents ($11.50) issued to the Sponsor. Pursuant to the terms of the Warrant Agreement, concurrent with the consummation of the Domestication, the terms of the Motive Private Warrants automatically will each be amended to reflect the right to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) (a “Domestication Private Warrant”).

·

“Motive Public Warrant” means a warrant to purchase one (1) Motive Class A Share at an exercise price of eleven Dollars fifty cents ($11.50) that was included in the units sold as part of Motive’s initial public offering. Pursuant to the terms of the Warrant Agreement, concurrent with the consummation of the Domestication, the terms of the Motive Public Warrants automatically will each be amended to reflect the right to purchase one (1) share of Domestication Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) (a “Domestication Public Warrant”).

·

“Motive Shareholder” or “Motive Shareholders” means a holder or holders of Motive Ordinary Shares.

·

“Motive Unit” means a unit of Motive representing a right to acquire one Motive Class A Share and one-third of one Motive Public Warrant.

·

“New Forge” means Motive following the Domestication

·

“NYSE” means the New York Stock Exchange.

·

“PIPE Investor” means an investor who has executed a PIPE Subscription Agreement.

·

“PIPE Subscription Agreement” means those certain subscription agreements, dated as of September 13, 2021, in the form attached as Annex H, between Motive, on the one hand, and PIPE Investors, on the other hand, whereby New Forge will sell and issue to PIPE Investors shares of Domestication Common Stock, in such aggregate amount equal to $68.5 million at $10.00 per share, substantially concurrent with the consummation of the Business Combination (the “PIPE Investment”).

·

“Proposed Bylaws” means the bylaws of New Forge following the Domestication.

·

“Proposed Charter” means the certificate of incorporation of New Forge following the Domestication.

·

“Sponsor” means Motive Capital Funds Sponsor, LLC, a Cayman Islands limited liability company.

·

“Trustee” means Continental Stock Transfer & Trust Company;

·

“Warrant Agent” means Continental Stock Transfer & Trust Company.

·

“Warrant Agreement” means that certain warrant agreement, dated December 10, 2020, between Motive and Warrant Agent.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Merger and the Extraordinary Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:

Why are Motive and Forge proposing to enter into the Business Combination?

A:

Motive is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more target businesses. In the course of Motive’s search for a business combination partner, Motive investigated the potential acquisition of many entities in various industries, including Forge, and concluded that Forge was the best candidate for a Business Combination with Motive. For more details on Motive’s search for a Business Combination partner and the board’s reasons for selecting Forge as Motive’s Business Combination partner, see “Proposal No. 1 — Background of the Business Combination” and “Proposal No. 1 — Motive’s Board of Director’s Reasons for Approving the Business Combination” included in this proxy statement/prospectus.

Q:

What is the purpose of this document?

A:

Motive and Forge have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. The Merger Agreement also is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The Business Combination consists of the Domestication, and the Merger, each of which is described in this proxy statement/prospectus. Holders of Motive Class A Shares and Motive Class B Shares (the “Motive Shareholders”) are being asked to consider and vote upon a proposal to approve the Business Combination Proposal, the Redomestication Proposal, the Non-Binding Organizational Documents Proposals, the Binding Charter Proposal, the Director Election Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors,” and all the annexes hereto.

Approval of each of the Redomestication Proposal and the Binding Charter Proposal will require a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of each of the Business Combination Proposal, the Non-Binding Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal will require an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of the Director Election Proposal will require an ordinary resolution of the holders of Motive Class B Shares under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Class B Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof.

Q:

I am a Motive warrant holder. Why am I receiving this proxy statement/prospectus?

A:

Pursuant to Section 4.5 of the Warrant Agreement, the terms of the Motive Public Warrants and Motive Private Warrants will automatically be modified upon the effective time of the Domestication to represent the right to purchase shares of Domestication Common Stock at a purchase price of $11.50 per share after the closing of the Business Combination. This proxy statement/prospectus includes important information about Forge and the business of Forge and its subsidiaries following the closing of the Business Combination. Because holders of Motive Public Warrants and Motive Private Warrants will be entitled to purchase Domestication Common Stock after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

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Q:

Are any of the proposals conditioned on one another?

A:

Yes. Each of Proposals Nos. 1, 2, 4, and 6 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). Each of the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the Cross Conditioned Proposals and the consummation of the Business Combination. The Adjournment Proposal and the Non-Binding Organizational Documents Proposals are not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that any of the Cross-Conditioned Proposals is not approved, then Motive will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Motive does not consummate the Business Combination and fails to complete an initial business combination by December 15, 2022, Motive will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:

When is the Business Combination expected to occur?

A:

Assuming the requisite shareholder approvals are received, Motive expects that the Business Combination will occur as soon as practicable following the Extraordinary Meeting.

Q:

Following the Business Combination, will Motive’s securities continue to trade on a stock exchange?

A:

Yes. Motive anticipates that, following the consummation of the Business Combination, Domestication Common Stock and Domestication Public Warrants will continue to be listed on NYSE under the symbols “    ” and “     WS”.

Q:

Who will manage New Forge?

A:

Motive expects that the current executive officers of Forge will become executive officers of the post-combination company following the Business Combination. This includes Kelly Rodriques, Chief Executive Officer, Mark Lee, Chief Financial Officer, and Jose Cobos, Chief Operating Officer. As contemplated by the Merger Agreement, the board of directors of New Forge following the consummation of the Business Combination will consist of nine directors, nominated as follows: two directors to be designated by Motive, which initially shall be Blythe Masters and Ashwin Kumar, and seven other directors to be designated by Forge. To date, Forge has designated Kelly Rodriques, Stephen George, Christoph Hansmeyer, Kim Vogel and Steven McLaughlin as five of its seven director nominees. For more information on Motive’s current and New Forge’s anticipated management, see “Management of New Forge after the Business Combination — Management and Board of Directors” in this proxy statement/prospectus.

Q:

What happens if the Business Combination is not consummated?

A:

If the Business Combination is not consummated, Motive may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Motive does not consummate a business combination by December 15, 2022, then pursuant to Article 49.7 of its amended and restated memorandum and articles of association, Motive’s directors must take all actions necessary in accordance with the Cayman Islands Companies Act (As Revised) (the “Companies Act”) to dissolve and liquidate Motive as promptly as reasonably possible. Following dissolution, Motive will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of Motive Class A Shares who acquired such shares in Motive’s IPO or in the aftermarket. The estimated consideration that each Motive Class A Share would be paid at liquidation would be approximately $                per share for shareholders based on amounts on deposit in the trust account as of                , 2021. The closing price of a Motive Class A Share on NYSE as of                , 2021 was $                . Our initial shareholders and the Sponsor have waived the right to any liquidation distribution with respect to any Motive Class B Shares held by them. There will be no distribution from the trust account with respect to the Motive Class B Shares, Motive Public Warrants and Motive Private Warrants, which will expire worthless.

Q:

What happens to the funds deposited in the trust account following the Business Combination?

A:

Following the closing of the Business Combination, holders of Motive Class A Shares exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to New Forge and

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utilized to pay transaction expenses, including deferred underwriting fees payable to UBS Investment Bank and J.P. Morgan Securities LLC. As of                , 2021, there was approximately $                in Motive’s trust account. Motive estimates that approximately $                per outstanding share issued in Motive’s IPO will be paid to the holders of Motive Class A Shares exercising their redemption rights. Any funds remaining in the trust account after such payments will be used for working capital and other general corporate purposes of the combined company.

Q:

What deferred underwriting fees and fees to the Placement Agents for the PIPE Investment are payable contingent upon consummation of the Business Combination?

A:

UBS Securities LLC and J.P. Morgan Securities LLC are entitled to an aggregate of $14,490,000 in deferred underwriting commissions and an aggregate of $2,062,500 in placement agent fees in connection with the PIPE Investment, each of which is conditioned upon consummation of the Business Combination.

Q:

Did Motive’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:

Yes. Motive’s board of directors obtained a third-party fairness opinion in connection with the proposed Business Combination from Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), an outside financial advisor engaged by Motive’s board of directors. For more information regarding the fairness opinion, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of Financial Advisor to Motive’s Board of Directors.”

Q:

Do any of Motive’s directors or officers have interests that may conflict with the interests of Motive’s shareholders with respect to the Business Combination?

A:

When you consider the recommendation of Motive’s board of directors in favor of approval of the Proposals, you should keep in mind that the Sponsor and Motive’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. As more fully set forth below, the Sponsor and its affiliates have approximately $11,105,000 in the aggregate at risk that depends upon the completion of a business combination. Specifically, (i) $25,000 of such amount was paid for the 10,350,000 Founder Shares (which if unrestricted and freely tradable would be valued at approximately $ million, based on the closing price of Motive Class A Shares on , 2021) and (ii) $11,080,000 for its 7,386,667 private placement warrants (which based on our latest quarterly third-party valuation were valued at $1.25 per private placement warrant, or approximately $9,233,330 in the aggregate, as of September 30, 2021). The Sponsor currently owns 10,230,000 of the Founder Shares (which if unrestricted and freely tradable would be valued at approximately $ million, based on the closing price of Motive Class A Shares on , 2021) and all 7,386,667 of the private placement warrants and each of the four independent directors of Motive owns 30,000 of the Founder Shares (which if unrestricted and freely tradable would be valued at approximately $ million, based on the closing price of Motive Class A Shares on , 2021). Motive’s officers and directors, other the four independent directors who received Founder Shares, collectively own, directly or indirectly, a material interest in the Sponsor. The foregoing interests, and those set forth in more detail below, present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders – as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. These interests include, among other things:

If the Merger or another business combination is not consummated by December 15, 2022, Motive will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Motive Ordinary Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 10,350,000 Founder Shares held by the Sponsor and our directors would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an estimated aggregate market value of $      based upon the closing price of $      per public share on NYSE on      , 2021, the Motive record date.
The Sponsor purchased an aggregate of 7,386,667 Motive Private Warrants from Motive for an aggregate purchase price of $11,080,000 (or $1.50 per warrant) in a private placement. These purchases took place on a private placement basis simultaneously with the consummation of Motive’s IPO. A portion of the proceeds Motive received from these purchases was placed in the trust account. Such warrants had an estimated aggregate value of $      based on the closing price of $      per

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Motive Public Warrant on NYSE on      , 2021, the Motive record date. The Motive Private Warrants will become worthless if Motive does not consummate a business combination by December 15, 2022.
The Sponsor has invested in Motive an aggregate of $11,105,000, comprised of the $25,000 purchase price for 10,350,000 Founder Shares and the $11,080,000 purchase price for the Motive Private Warrants. Even if the trading price of the shares of Domestication Common Stock post-Business Combination were as low as $1.07 per share, and the Motive Private Warrants are worthless, the value of the Founder Shares would be almost equal to the Sponsor’s initial investment in Motive. As a result, the Sponsor and its affiliates may realize a positive rate of return on such investments even if other public shareholders experience a negative rate of return following the Business Combination. On the other hand, if Motive liquidates without completing a business combination, the Sponsor will likely lose its entire investment in Motive. Accordingly, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.
The Sponsor or an affiliate of the Sponsor or certain of Motive’s directors and officers may, but are not obligated to, loan Motive funds as may be required to consummate the Business Combination (“Working Capital Loans”). Upon consummation of the Business Combination, Motive would repay the Working Capital Loans out of the proceeds of the trust account released to Motive. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that the Business Combination does not close, Motive may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. As of , 2021 there were no Working Capital Loans outstanding.
If Motive is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Motive for services rendered or contracted for or products sold to Motive. If Motive consummates a business combination, on the other hand, Motive will be liable for all such claims.
Motive’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Motive’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Motive fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Motive may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by December 15, 2022. As of , 2021 there were no reimbursable expenses outstanding.
The Cayman Constitutional Documents provide for, and the Proposed Charter and Proposed Bylaws would provide for, indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
Motive’s existing directors and officers will be eligible for continued indemnification and continued coverage under Motive’s directors’ and officers’ liability insurance following the consummation of the Business Combination pursuant to the Merger Agreement.
Motive entered into an amended and restated forward purchase agreement with the A&R FPA Investors to purchase between five million and 14 million (depending on how many holders of Motive Class A Shares exercise their redemption rights) Forward Purchase Units substantially concurrently with the consummation of the Business Combination at a purchase price of $10.00 per Forward Purchase Unit, for an aggregate purchase price of between $50 million and $140 million. For more information, please see the section entitled “Certain Relationships and Related Person Transactions — Motive — A&R FPA”.
The Sponsor (including its representatives and affiliates) and Motive’s directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business to Motive. The Sponsor and Motive’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Motive completing its initial business combination. Motive’s directors and officers are not required to commit any specified amount of time to Motive’s affairs, and, accordingly, will have conflicts of interest in allocating management time among

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various business activities. Moreover, certain of Motive’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Motive’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Motive and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Motive’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Motive, subject to applicable fiduciary duties under the Companies Act. Motive’s Cayman Constitutional Documents provide that, to the fullest extent permitted by applicable law, Motive renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for a director or officer of Motive, on the one hand, and Motive, on the other. Motive does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. Motive is not aware of any such corporate opportunities not being offered to it and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.
Pursuant to the A&R Registration Rights Agreement and the A&R FPA, the Sponsor and its affiliates will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Domestication Common Stock and Domestication Public Warrants held by such parties following the consummation of the Business Combination.

The exercise of Motive’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Motive shareholders’ best interests.

Q:

What consideration will equityholders of Forge receive in the Merger?

A:

Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by Motive or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domestication Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration (as defined in the Merger Agreement), which mix of cash and stock shall correspond to that elected by each holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent (15%) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domestication Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration (as defined in the Merger Agreement) multiplied by (B) the Exchange Ratio (as defined in the Merger Agreement). In addition, at the Closing (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domestication Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domestication Common Stock in the manner set forth in the Merger Agreement. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domestication Common Stock and options and warrants to acquire shares of Domestication Common Stock having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration, i.e., $100 million) an aggregate of 140 million newly issued shares of Domestication Common Stock and options and warrants to acquire shares of Domestication Common Stock, in each case, with a deemed value of $10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock.

Q:

Will I experience dilution as a result of the Business Combination?

A:

Prior to the A&R FPA Investment, PIPE Investment and the Business Combination, the Motive shareholders who hold shares issued in the IPO own approximately 80% of the issued and outstanding Motive Ordinary Shares as of                , 2021. After giving effect to the A&R FPA Investment, PIPE Investment and the Business Combination, the ownership level of Motive’s current public shareholders will be reduced. The following table shows the impact of redemptions on non-redeeming shareholders and all sources and the extent of dilution that holders of Motive Class A Shares that do not redeem their shares may

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experience in connection with the A&R FPA Investment, PIPE Investment and the Business Combination, assuming various redemption scenarios.

    

No Redemption Scenario(1)

    

50% of 
Maximum Redemption Scenario(2)

    

Maximum Redemption Scenario(3)

 

Number of
Shares
(in millions)

   

%
Ownership

   

Fully
Diluted
Ownership %

Number of
Shares
(in millions)

    

%
Ownership

    

Fully
Diluted
Ownership %

Number of
Shares
(in millions)

    

%
Ownership

Fully
Diluted
Ownership %

Forge Stockholders(4)

124.9

66.3

%

55.1

%

124.9

70.6

%  

57.4

%

134.9

81.2

%

65.1

%

Holders of Motive Class A Shares

41.4

22.0

%

18.3

%

20.7

11.7

%  

9.5

%

%

Holders of Motive Class B Shares

10.4

5.5

%

4.6

%

10.4

5.9

%  

4.8

%

10.4

6.2

%

5.0

%

A&R FPA Investors

5.0

2.7

%

2.2

%

14.0

7.9

%  

6.4

%

14.0

8.4

%

6.8

%

PIPE Investors

6.9

3.6

%

3.0

%

6.9

3.9

%  

3.1

%

6.9

4.1

%

3.3

%

Total Outstanding

188.5

100.0

%

83.2

%

176.8

100.0

%  

81.2

%

166.1

100.0

%

80.2

%

Motive Public Warrants (5)

13.8

  

6.1

%

13.8

  

6.3

%

13.8

  

6.7

%

Motive Private Warrants

7.4

  

3.3

%

7.4

  

3.4

%

7.4

  

3.6

%

Forge Options and Forge Warrants(4) (6)

15.1

  

6.7

%

15.1

  

6.9

%

15.1

  

7.3

%

Warrants Issued to A&R FPA Investors

1.7

  

0.7

%

4.7

  

2.1

%

4.7

  

2.3

%

Total Dilutive Warrants and Options

38.0

  

16.8

%

41.0

  

18.8

%

41.0

  

19.8

%

Total Fully Diluted(7)

226.5

  

100.0

%  

217.8

  

100.0

%

207.1

  

100.0

%

IPO Underwriting Fee(8)

$22,770,000

$22,770,000

$22,770,000

Fee as a % of Motive IPO Proceeds (net of redemptions)

5.5

%

11.0

%

N/A

(9)

(1)This scenario assumes (i) that no Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(2)This scenario assumes (i) that 20,700,000 Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(3)This scenario assumes that all Motive Class A Shares are redeemed and the $68.5 million received as proceeds from the PIPE Investment and $140 million received as proceeds from the A&R FPA Investment are sufficient to satisfy the $208.5 million Minimum Cash Condition. In this scenario, the Cash Merger Consideration is $0.
(4)Assumes no Forge options or warrants are exercised prior to the consummation of the Business Combination.
(5)Includes warrants retained by the holders of Motive Class A Shares that elect to have their shares redeemed.
(6)Includes both vested and unvested Forge options and Forge warrants, which upon closing of the Merger will be converted into options and warrants to acquire Domestication Common Stock.
(7)Does not give effect to the shares reserved for issuance under the Incentive Plan and Employee Stock Purchase Plan. See “Proposal No. 7 — The Incentive Plan Proposal” and “Proposal No. 8 — The Employee Stock Purchase Plan Proposal” for additional information.
(8)Consists of $8,280,000 of underwriting fees already paid and $14,490,000 of deferred underwriting fees due upon completion of the Business Combination.
(9)In this scenario there are no IPO Proceeds net of redemptions.

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Q:

How do redemptions affect the value of the Domestication Common Stock?

A:

The table below shows the potential impact of redemptions on the pro forma book value per share of Domestication Common Stock that will be outstanding immediately after the Closing.

Pro Forma, Assuming:

50% of

No

Maximu

Maximum

Forge

Motive

Redemption

Redemption

Redemption

(Historical)

(Historical)

Scenario(2)

Scenario(3)

Scenario(4)

As of September 30, 2021

    

    

    

    

    

    

    

    

    

    

 

Book value per share(1)

$

(2.76)

$

(0.90)

$

2.89

$

3.15

$

1.89

(1)Pro forma book values have been derived from the unaudited pro forma condensed combined balance sheet as of September 30, 2021 included in the “Unaudited Pro Forma Condensed Combined Financial Information” section of this proxy statement/prospectus.
(2)This scenario assumes (i) that no Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(3)This scenario assumes (i) that 20,700,000 Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(4)This scenario assumes that all Motive Class A Shares are redeemed and the $68.5 million received as proceeds from the PIPE Investment and $140 million received as proceeds from the A&R FPA Investment are sufficient to satisfy the $208.5 million Minimum Cash Condition.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the Domestication Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. See “Risk Factors — Risks Relating to Ownership of Domestication Common Stock Following the Business Combination— The market price and trading volume of Domestication Common Stock may be volatile and could decline significantly following the Business Combination.” Further, we have not received any indications from shareholders regarding their intentions to redeem or retain their Motive Class A Shares upon consummation of the Business Combination and have not formulated any expectation as to which, if any, of the illustrative scenarios included in the foregoing table is most likely.

Q:

What happens if a substantial number of public shareholders vote in favor of the Business Combination proposal and exercise their redemption rights?

A:

Motive’s public shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote for or against the Business Combination, or vote at all, in order to exercise such rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Motive Shareholders are substantially reduced as a result of redemptions by public shareholders. Although the requirement that Motive have at least $5,000,001 of net tangible assets is expected to be satisfied as a result of the A&R FPA Investment and the PIPE Investment, even if all of the Motive Class A Shares are converted, with fewer public shares and public stockholders, the trading markets for Domestication Common Stock and Domestication Public Warrants following the closing of the Business Combination may be less liquid than the markets for Motive Class A Shares and Motive Public Warrants were prior to the Business Combination, and New Forge may not be able to meet the listing standards of NYSE or an alternative national securities exchange. In addition, with less funds available from the trust account, the capital infusion from the trust account into Forge’s business will be reduced and Forge may not be able to fully achieve its business plans or goals.

Q:

What happens to the Motive Public Warrants held by shareholders who elect to redeem their Motive Class A Shares?

A:

The redemption of shares by holders of Motive Class A Shares does not require that such holders also redeem Motive Public Warrants they hold. As a result, such holders may retain the option value embedded in such Motive Public Warrants even if they do not retain the risk of holding Domestication Common Stock. Exercises of such Motive Public Warrants (which will convert to

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Domestication Public Warrants in the Merger) will result in dilution to shareholders of New Forge even though New Forge did not receive the benefit of the trust funds associated with the corresponding Motive Class A Shares. Assuming that all Motive Class A Shares are redeemed (and the $68.5 million received as proceeds from the PIPE Investment and $140 million received as proceeds from the A&R FPA Investment are sufficient to satisfy the $208.5 million Minimum Cash Condition), the warrants held by persons whose shares were redeemed (assuming the holders of such shares also held one-third of a Motive Public Warrant per each such share) would have had an aggregate market value of approximately $        based on the closing price of the Motive Public Warrants of $ on the NYSE on          , 2021.

Q:

Will Motive enter into any financing arrangements in connection with the Business Combination?

A:

Yes. Substantially concurrent with the consummation of the Business Combination, Motive will consummate the sale of (i) an aggregate of 6.85 million shares of Domestication Common Stock at a purchase price of $10.00 per share, for an aggregate purchase price of $68.5 million, to the PIPE Investors and (ii) an aggregate of between five million and 14 million (depending on how many holders of Motive Class A Shares exercise their redemption rights) Forward Purchase Units to the A&R FPA Investors at a purchase price of $10.00 per Forward Purchase Unit, for an aggregate purchase price of between $50 million and $140 million.

Q:

Is the consummation of the Business Combination subject to any conditions?

A:

Yes. The obligations of each of Motive, Forge, and Merger Sub to consummate the Business Combination are subject to conditions, as more fully described in “Proposal No. 1 — The Merger Agreement — Conditions to Closing” in this proxy statement/prospectus.

Q:

What is the Minimum Cash Condition and what is the maximum number of shares that may be redeemed in order for Motive to satisfy the Minimum Cash Condition?

A:

The Merger Agreement provides that the obligations of Forge to consummate the Merger are conditioned on, among other things, that as of 12:01 a.m. on the Closing Date, the amount of cash available in the trust account, after deducting the amount required to satisfy Motive’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Forge or Motive) (such amount, the “Trust Amount”) plus the PIPE Investment amount actually received by Motive and the forward purchase consideration actually received, is at least equal to $208.5 million (the “Minimum Cash Condition”). Assuming the PIPE Investment and A&R FPA Investment are completed, the Minimum Cash Condition will be met regardless of the level of redemptions by Motive’s shareholders.

Q:

Will holders of Motive Ordinary Shares, Motive Public Warrants or Motive Private Warrants be subject to U.S. federal income tax on the Domestication Common Stock or Domestication Public Warrants received in the Domestication?

A:

As discussed more fully under the section titled “U.S. Federal Income Tax Considerations”, although it is intended that the Domestication qualify as a “reorganization” within the meaning of Section 368(a) of the Code, which generally provides for tax-free treatment, the Domestication is likely to be a taxable event for U.S. Holders of Motive securities under the passive foreign investment company (“PFIC”) rules of the Code as a result of the likelihood that Motive is classified as a PFIC. In addition, certain U.S. Holders may also be subject to tax under Section 367(b) of the Code as a result of the inbound transfer of assets from Motive to the United States.

For a more detailed discussion of certain U.S. federal income tax consequences of the Domestication, see “U.S. Federal Income Tax Considerations” in this proxy statement/prospectus. Holders should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Domestication.

Q:

Why is Motive proposing the Redomestication Proposal?

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Motive’s domicile to Delaware. Further, Motive’s board of directors believes that any direct benefit that the DGCL provides to a

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corporation also indirectly benefits its stockholders, who are the owners of the corporation. Motive’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Motive and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Proposal No. 2 - Redomestication Proposal.”

To effect the Domestication, Motive will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Motive will be domesticated and continue as a Delaware corporation.

The approval of the Redomestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Redomestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary Meeting.

Q:

What amendments will be made to the Cayman Constitutional Documents?

A:

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Motive Shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Charter and Proposed Bylaws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. A table summarizing the material differences between the Cayman Constitutional Documents and the Proposed Charter and Proposed Bylaws is found in the section entitled “Comparison of Corporate Governance and Shareholders’/Stockholders’ Rights” and further described in “Proposal No. 3 — Non-Binding Organizational Documents Proposals” and “Proposal No. 4 — Binding Charter Proposals”.

Q:

How will the Domestication affect my Motive Ordinary Shares, Motive Public Warrants, Motive Private Warrants and Motive Units?

A:

As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Motive Class A Share, will convert automatically, on a one-for-one basis, into a share of Domestication Common Stock; (2) each of the then issued and outstanding Motive Class B Share, will convert automatically, on a one-for-one basis, into a share Domestication Common Stock; (3) each then issued and outstanding Motive Public Warrant will represent a right to acquire one share of Domestication Common Stock (the “Domestication Public Warrants”), on the terms and conditions set forth in the warrant agreement, dated December 10, 2020, between Motive and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”); (4) each then issued and outstanding Motive Private Warrant will represent a right to acquire one share of Domestication Common Stock (the “Domestication Private Warrants”), on the terms and conditions set forth in the Warrant Agreement and (5) each then issued and outstanding Motive Unit that has not been previously separated into the underlying Motive Class A Shares and underlying Motive Public Warrants, will be separated and will entitle the each Motive Unit thereof to one share of Domestication Common Stock and one-third of one Domestication Public Warrant. Following the Domestication and prior to the Merger, the former holders of Motive Class A Shares, Motive Class B Shares, Motive Public Warrants and Motive Private Warrants will have the same relative ownership of New Forge as they did in Motive and the cash value of the securities received in the Domestication should be substantially the same as the cash value of the securities held by the owner before the Domestication.

Q:

How do the Motive Public Warrants differ from the Motive Private Warrants and what are the related risks for any holders of Domestication Public Warrants following the Business Combination?

A:

The Motive Private Warrants are (and the Domestication Private Warrants will be) identical to the Motive Public Warrants and Domestication Public Warrants, as applicable, in all material respects, except that the Motive Private Warrants/Domestication Private Warrants and the Motive Class A Shares/Domestication Common Stock issuable upon the exercise of the Motive Private Warrants/Domestication Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a

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Business Combination, subject to certain limited exceptions. Additionally, the Motive Private Warrants/Domestication Private Warrants will be exercisable on a cashless basis and will not be redeemable by Motive/New Forge (except as described in the notes to Motive’s financial statements included elsewhere in this proxy statement/prospectus) so long as they are held by the initial purchasers or their permitted transferees. If the Motive Private Warrants/Domestication Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Motive Private Warrants/Domestication Private Warrants will be redeemable by Motive/New Forge and exercisable by such holders on the same basis as the Motive Public Warrants/Domestication Public Warrants.

Following the Business Combination, New Forge may redeem the Domestication Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. New Forge will have the ability to redeem outstanding Domestication Public Warrants upon not less than 30 days’ prior written notice of redemption to each warrant holder at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Domestication Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). New Forge will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Domestication Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to that Domestication Common Stock is available throughout the 30-day redemption period. If and when the Domestication Public Warrants become redeemable by New Forge, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Domestication Public Warrants could force the holders of Domestication Public Warrants (i) to exercise their Domestication Public Warrants and pay the exercise price therefore at a time when it may be disadvantageous for such holders to do so, (ii) to sell their Domestication Public Warrants at the then-current market price when they might otherwise wish to hold their Domestication Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Domestication Public Warrants are called for redemption, is likely to be substantially less than the market value of the Domestication Public Warrants.

In addition, New Forge will have the ability to redeem the outstanding Domestication Public Warrants upon not less than 30 days’ prior written notice of redemption at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their Domestication Public Warrants prior to redemption for a number of shares of Domestication Common Stock determined based on the redemption date and the fair market value of the Domestication Common Stock and, if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), holders will be able to exercise their warrants on a cashless basis. Please see the notes to Motive’s financial statements included elsewhere in this proxy statement/prospectus. The value received upon exercise of the Domestication Public Warrants (1) may be less than the value the holders would have received if they had exercised their Domestication Public Warrants at a later time when the underlying share price is higher and (2) may not compensate the holders for the value of the Domestication Public Warrants.

In each case, New Forge may only call the Domestication Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Domestication Public Warrants prior to the time of redemption and, at New Forge’s election, any such exercise may be required to be on a cashless basis.

Recent trading prices for the Motive Class A Shares have not exceeded the $10.00 per share threshold at which the Motive Public Warrants would become redeemable.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY MEETING

Q:

What is being voted on at the Extraordinary Meeting?

A:

Below are the Proposals that the Motive’s shareholders are being asked to vote on:

1.

Proposal No. 1: The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt by ordinary resolution the Agreement and Plan of Merger, dated as of September 13, 2021 (the “Merger Agreement”), by and

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among Motive, Merger Sub, and Forge, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder, including the Merger and the issuance of shares of Domestication Common Stock pursuant to the Merger Agreement.

2.

Proposal No. 2: The Redomestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of Motive’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”).

3.

Proposal No. 3: The Non-Binding Organizational Documents Proposals — To consider and vote upon, separately presented proposals to approve by ordinary resolution certain governance provisions in the Certificate of Incorporation of New Forge (the “Proposed Charter”) and the Bylaws of New Forge (the “Proposed Bylaws”, together with the Proposed Charter, the “Proposed Organizational Documents”), which are being separately presented in accordance with SEC requirements and which will each be voted upon on a non-binding advisory basis.

4.

Proposal No. 4: The Binding Charter Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Charter in the form attached hereto as Annex B.

5.

Proposal No. 5: The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution of the holders of Motive Class B Shares nine (9) individuals to serve as members of the board of directors of New Forge following the consummation of the Business Combination.

6.

Proposal No. 6: The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of more than 20% of the issued and outstanding Motive Ordinary Shares in connection with the Issuances.

7.

Proposal No. 7: The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Stock Option and Incentive Plan in the form attached hereto as Annex I.

8.

Proposal No. 8: The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Employee Stock Purchase Plan in the form attached hereto as Annex J.

9.

Proposal No. 9: The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, and the NYSE Proposal.

Each of Proposals Nos. 1, 2, 4, and 6 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). Each of the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the Cross Conditioned Proposals and the consummation of the Business Combination. The Adjournment Proposal and the Non-Binding Organizational Documents Proposals are not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus.

Approval of each of the Redomestication Proposal and the Binding Charter Proposal will require a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of each of the Business Combination Proposal, the Non-Binding Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal will require an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of the Director Election Proposal will require an ordinary resolution of the holders of Motive Class B Shares under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Class B Shares present and entitled to vote thereon and

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who vote at the Extraordinary Meeting or any adjournment thereof. Under the terms of the Cayman Constitutional Documents, only the holders of Motive Class B Shares are entitled to vote on the Director Election Proposal.

For more information see “Proposal No. 1— The Business Combination Proposal,” “Proposal No. 2 — The Redomestication Proposal,” “Proposal No. 3 — The Non-Binding Organizational Documents Proposals,” “Proposal No. 4 — The Binding Charter Proposal”, “Proposal No. 5 — The Director Election Proposal,” “Proposal No. 6 — The NYSE Proposal,” “Proposal No. 7 — The Incentive Plan Proposal,” “Proposal No. 8 — The Employee Stock Purchase Plan Proposal,” and “Proposal No. 9 — The Adjournment Proposal.”

Motive’s initial shareholders including the Sponsor and our officers and directors, who as of the record date, owned 10,350,000 Motive Ordinary Shares, or approximately 20% of the issued and outstanding Motive Ordinary Shares, have agreed to vote their respective ordinary shares acquired by them prior to the IPO, any shares they purchase in the open market in or after the IPO, in favor of the Proposals.

Q:

When and where is the Extraordinary Meeting?

A:

The Extraordinary Meeting will take place at                 on                , 2021, at                 a.m., Eastern Time, at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Ave, New York, NY 10166 and virtually at                . Due to the COVID-19 pandemic, we are encouraging our shareholders to attend the Extraordinary Meeting virtually by using the following information:

Webcast URL:

US Toll Free:

International Toll:

Participant Passcode:

Q:

Who may vote at the Extraordinary Meeting?

A:

Only holders of record of Motive Ordinary Shares as of the close of business on                , 2021, the record date, may vote at the Extraordinary Meeting. As of the record date, there were      Motive Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:

What is the quorum requirement for the Extraordinary Meeting?

A:

Motive shareholders representing a majority of the shares in the capital of Motive issued and outstanding as of the record date and entitled to vote at the Extraordinary Meeting must be present in person (or online) or represented by proxy (or, if a shareholder is a corporation or other non-natural person, by its duly authorized representative or proxy) in order to hold the Extraordinary Meeting and conduct business. This is called a quorum. Motive Ordinary Shares will be counted for purposes of determining the existence of a quorum if the shareholder (i) is present in person (or online) and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum within half an hour from the time appointed for the meeting to commence, the Extraordinary Meeting will be adjourned to the same day in the next week at the same time and place or to such other day, time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum.

Q:

What vote is required to approve the Proposals?

A:

Approval of each of the Redomestication Proposal and the Binding Charter Proposal will require a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of each of the Business Combination Proposal, the Non-Binding Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan

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Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal will require an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Approval of the Director Election Proposal will require an ordinary resolution of the holders of Motive Class B Shares under the Companies Act, being the affirmative vote of a majority of the issued and outstanding Motive Class B Shares present and entitled to vote thereon and who vote at the Extraordinary Meeting or any adjournment thereof. Under the terms of the Cayman Constitutional Documents, only the holders of Motive Class B Shares are entitled to vote on the Director Election Proposal. Under the Companies Act, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary Meeting, and accordingly will have no effect on any of the Proposals.

Q:

How are the votes of Motive Ordinary Shares counted?

A:

Each Motive Ordinary Share entitles the holder to one (1) vote at the Extraordinary Meeting on each Proposal (other than the Director Election Proposal) to be considered at the Extraordinary Meeting. With respect to the Director Election Proposal, only Motive Class B Shares are entitled to vote at the Extraordinary Meeting.

Q:

How will the initial shareholders vote?

A:

Motive’s initial shareholders including the Sponsor and our officers and directors, who as of the record date, owned 10,350,000 Motive Ordinary Shares, or approximately 20% of the issued and outstanding Motive Ordinary Shares, have agreed to vote their respective Motive Ordinary Shares acquired by them prior to the IPO, any shares they purchase in the open market in or after the IPO, in favor of the Proposals.

Q:

What do I need to do now?

A:

We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Motive Shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:

Do I need to attend the Extraordinary Meeting to vote my shares?

A:

No. You are invited to attend the virtual Extraordinary Meeting to vote on the Proposals described in this proxy statement/prospectus in person or through the virtual meeting platform. Due to the COVID-19 pandemic, however, we are encouraging our shareholders to attend the Extraordinary Meeting virtually by means of a teleconference or webcast. However, you do not need to attend the Extraordinary Meeting to vote your Motive Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. We encourage you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:

Am I required to vote against the Proposals in order to have my Motive Class A Shares redeemed?

A:

No. You are not required to vote against the Proposals, nor do you have to be a holder of Motive Class A Shares as of the record date, in order to have the right to demand that Motive redeem your Motive Class A Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the Motive Class A Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of Motive Class A Shares electing to exercise their redemption rights will not be entitled to receive such payments and their Motive Class A Shares will be returned to them.

Q:

How do holders of Motive Class A Shares exercise their redemption rights?

A:

If you are a holder of Motive Class A Shares and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on                , 2021 (two business days before the Extraordinary Meeting), that Motive redeem your shares for cash, and (ii) submit your request in writing to Motive’s transfer agent, at the address listed at the end of this section

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and deliver your shares to Motive’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary Meeting.

Any corrected or changed written demand of redemption rights must be received by Motive’s transfer agent two business days prior to the Extraordinary Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary Meeting.

Holders of Motive Class A Shares may seek to have their shares redeemed regardless of whether they vote for or against the Proposals and whether or not they are holders of Motive Class A Shares as of the record date. Any public shareholder who holds holder of Motive Class A Shares on or before                , 2021 (two business days before the Extraordinary Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, NY 10004

Q:

How can I vote?

A:

If you were a holder of record of Motive Ordinary Shares on                , 2021, the record date for the Extraordinary Meeting, you may vote by attending the Extraordinary Meeting and voting in person or through the virtual meeting platform, or by submitting a proxy by mail. Votes received after a Proposal has been voted upon at the Extraordinary Meeting will not be counted. Due to the COVID-19 pandemic, shareholders are encouraged to attend the virtual meeting or submit a proxy by mail. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee. You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. Your broker or bank or other nominee may provide you with a form of voting instruction card (including any telephone or Internet voting instructions) for this purpose. Alternatively, if you wish to attend the Extraordinary Meeting and vote in person or through the virtual meeting platform, you must obtain a proxy from your broker, bank or nominee.

Q:

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:

No. Under applicable rules, your broker, bank or nominee cannot vote your Motive Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote your shares in accordance with the procedures communicated to you by your broker, bank or nominee. Motive believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your Motive Ordinary Shares without your voting instructions. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your Motive Ordinary Shares; this indication that a bank, broker or nominee is not voting your Motive Ordinary Shares is referred to as a “broker non-vote.” Under the Companies Act, broker non-votes will be considered present for the purposes of establishing a quorum but will have no effect on any of the Proposals. Because your bank, broker or other nominee can vote your Motive Ordinary Shares only if you provide voting instructions, it is important that you instruct your broker how to vote.

Q:

What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:

Motive will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary Meeting. For purposes of approval under the Companies Act, an abstention on any Proposal will have no effect on such Proposal.

If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary Meeting in person (or via teleconference), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary Meeting and, if a quorum is present, will have no effect on any of the Proposals.

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Q:

May I seek statutory dissenter rights with respect to my Motive Ordinary Shares?

A:

No. Dissenter rights are not available to holders of Motive Ordinary Shares under the Companies Act or under the governing documents of Motive in connection with the Proposals.

Q:

What happens if I sell my Motive Ordinary Shares before the Extraordinary Meeting?

A:

The record date for the Extraordinary Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your Motive Ordinary Shares after the record date, but before the Extraordinary Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary Meeting. However, you would not be entitled to receive any shares of Domestication Common Stock following the consummation of the Business Combination because only Motive shareholders at the time of the consummation of the Business Combination will be entitled to receive Domestication Common Stock in connection with the Business Combination. In addition, you will not be entitled to exercise redemption rights.

Q:

Can I change my vote after I have mailed my proxy card?

A:

Yes. You may change your vote at any time before your proxy is voted at the Extraordinary Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary Meeting and casting your vote in person or through the virtual meeting platform or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary Meeting. If you hold your Motive Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to our secretary, which must be received by our secretary prior to the Extraordinary Meeting.

Q:

Should I send in my share certificates now?

A:

Motive Shareholders who do not elect to have their Motive Class A Shares redeemed for a pro rata share of the trust account need not submit their certificates at this time. If you intend to have your shares redeemed, you should send your certificates or tender your shares electronically no later than two business days before the Extraordinary Meeting. Please see “The Extraordinary Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Motive Ordinary Shares for cash.

Q:

What should I do if I receive more than one set of voting materials?

A:

Motive Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Motive Ordinary Shares.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

A:

It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Motive Class A Shares will generally be treated as selling such Motive Class A Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Motive Class A Shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax

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consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:

Who can help answer my questions?

A:

If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Motive’s proxy solicitor at:          .

You may also obtain additional information about Motive from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Motive’s transfer agent, at the address below prior to the Extraordinary Meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                , 2021 (two business days before the Extraordinary Meeting) in order for their Motive Class A Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company 1 State Street, 30th floor

New York, NY 10004

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Parties to the Business Combination

Motive Capital Corp

Motive is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Shares, units and warrants are currently listed on NYSE under the symbols “MOTV,” “MOTV.U,” and “MOTV WS,” respectively. The mailing address of Motive’s principal executive office is 7 World Trade Center, 250 Greenwich Street, FL 47, New York, NY 10007 and the telephone number of Motive’s principal executive office is (212) 657-0200.

FGI Merger Sub, Inc.

Merger Sub is a Delaware corporation and subsidiary of Motive formed for the purpose of effecting the Business Combination. Merger Sub owns no material assets and does not operate any business.

Forge Global, Inc.

Forge is a Delaware corporation incorporated in 2014. Forge is a financial services platform created to serve the unique needs of the private market. The mailing address of Forge's principal executive office is 415 Mission St., Suite 5510, San Francisco, CA 94105 and the telephone number of Forge's principal executive office is (415) 881-1612.

The Proposals to be Submitted at the Extraordinary Meeting

Motive Shareholders are being asked to vote on the following Proposals:

1.

Proposal No. 1: The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt by ordinary resolution the Agreement and Plan of Merger, dated as of September 13, 2021 (the “Merger Agreement”), by and among Motive, Merger Sub, and Forge, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereunder, including the Merger and the issuance of shares of Domestication Common Stock pursuant to the Merger Agreement.

2.

Proposal No. 2: The Redomestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of Motive’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”).

3.

Proposal No. 3: The Non-Binding Organizational Documents Proposals — To consider and vote upon the below separately presented proposals to approve by ordinary resolution certain governance provisions in the Certificate of Incorporation of New Forge (the “Proposed Charter”) and the Bylaws of New Forge (the “Proposed Bylaws”, together with the Proposed Charter, the “Proposed Organizational Documents”), which are being separately presented in accordance with SEC requirements and which will each be voted upon on a non-binding advisory basis:

Proposal No. 3A: Authorized Shares — A proposal to amend the Cayman Constitutional Documents to authorize the change in the authorized capital stock of Motive from (i) 500,000,000 Motive Class A Shares, 50,000,000 Motive Class B Shares and 5,000,000 preference shares, par value $0.0001 per share (the “Motive Preference Shares”) to (ii)                shares of Domestication Common Stock andshares of New Forge preferred stock.

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Proposal No. 3B: Exclusive Forum Provision — A proposal to amend the Cayman Constitutional Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation.
Proposal No. 3C: Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents — A proposal to amend the Cayman Constitutional Documents to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) two-thirds of the outstanding shares of capital stock entitled to vote, and two-thirds of the outstanding shares of each class entitled to vote as a class, to amend or repeal any provision of Articles V, VI, VII, VIII, and IX of the Proposed Charter.
Proposal No. 3D: Removal of Directors — A proposal to amend the Cayman Constitutional Documents to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class.
Proposal No. 3E: Action by Written Consent of Stockholders — A proposal to amend the Cayman Constitutional Documents to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting.
Proposal No. 3F: Other Changes In Connection With Adoption of the Proposed Organizational Documents — A proposal to amend the Cayman Constitutional Documents to authorize (1) changing the corporate name from “Motive Capital Corp” to “      ”, (2) making New Forge’s corporate existence perpetual, and (3) removing certain provisions related to Motive’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

4.

Proposal No. 4: The Binding Charter Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Charter in the form attached hereto as Annex B.

5.

Proposal No. 5: The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution of the holders of Motive Class B Shares the nine (9) individuals to serve as members of the board of directors of New Forge following the consummation of the Business Combination.

6.

Proposal No. 6: The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of more than 20% of the issued and outstanding Motive Ordinary Shares in connection with the Issuances.

7.

Proposal No. 7: The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Stock Option and Incentive Plan in the form attached hereto as Annex I.

8.

Proposal No. 8: The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the 2021 Employee Stock Purchase Plan in the form attached hereto as Annex J.

9.

Proposal No. 9: The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, and the NYSE Proposal.

Each of Proposals Nos. 1, 2, 4, and 6 is cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”). Each of the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the Cross Conditioned Proposals and the consummation of the Business Combination. The Adjournment Proposal and the Non-Binding Organizational Documents Proposals are not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus.

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Under the terms of the Cayman Constitutional Documents, only the holders of Motive Class B Shares are entitled to vote on the Director Election Proposal.

It is important for you to note that in the event that any of the Cross-Conditioned Proposals is not approved, then Motive will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Motive does not consummate the Business Combination and fails to complete an initial business combination by December 15, 2022, Motive will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Motive’s Board of Directors’ Reasons for the Approval of the Business Combination

Motive’s board of directors, in evaluating the Business Combination, consulted with Motive’s management and financial and legal advisors. In reaching its unanimous resolution (i) that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Motive and its shareholders and (ii) to recommend that the shareholders adopt the Merger Agreement and approve the Business Combination and the transactions contemplated thereby, Motive’s board of directors considered a range of factors, including, but not limited to, the factors discussed below. Motive’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Motive’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

Motive’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Leading Provider of Marketplace Infrastructure, Data Services and Technology Solutions for Private Market Participants. Forge enables private company shareholders to trade private company shares with accredited investors. It also provides custody solutions, company solutions and data solutions; together, these key businesses and Forge’s technology platform provide transparency, access and solutions that companies, as well as institutional and individual investors, may use to navigate and efficiently transact in the private markets. Taken together, these business are expected to drive strong network effects;
Large and Rapidly Growing Addressable Market. Forge has a first mover advantage in a massive private market, which is seeing increasing demand for liquidity. The number of private companies with valuations in excess of $1 billion is rapidly growing, having almost tripled since 2018, creating a $2.4 trillion market cap opportunity with respect to those entities alone;
Notable Product and Service Growth Opportunities. In addition to increasing both market penetration and market size, Forge has several avenues to pursue additional growth including: (1) extending its custody capabilities to enable customers to custody their private shares; (2) expanding the use of its Forge Data product, which Forge hopes can become a meaningful component of future revenue, and (3) continuing product development to further grow Forge’s product suite and generate additional cross-selling opportunities, (4) partnering with additional leading financial institutions, both domestically and abroad, (5) expanding into new asset classes, and (6) engaging in accretive acquisitions to drive inorganic growth. Forge regularly evaluates acquisition opportunities as part of its overall business strategy and conducts due diligence activities related to possible transactions and may periodically pursue opportunistic prospects as they arise. While Forge continuously evaluates opportunities, at the current time, Forge does not have any definitive agreements or commitments for any material acquisitions;

·

Financial Condition. Motive’s board of directors also considered factors such as Forge’s historical financial results, outlook, financial plan and debt structure, as well as the financial profiles of private and publicly traded peer companies in the Specialty Exchanges, Growth FinTech and Emerging Marketplaces sectors and adjacent markets and certain relevant information with respect to companies that had been acquisition targets or received equity financings in transactions similar to the Business Combination. In considering these factors, Motive’s board of directors reviewed Forge’s historical net losses of approximately $7.1 million for the six months ended June 30, 2021 and approximately $9.7 million for the year ended December 31, 2020, as well as Forge’s recent growth in certain key financial metrics (including net revenue) the current

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prospects for growth if Forge achieved its business plans and various historical and current balance sheet items for Forge. In reviewing these factors, Motive’s board of directors noted that it believed Forge was well-positioned in its industry for strong future growth;

·

Experienced and Proven Management Team. Forge has a strong management team and the senior management of Forge intend to remain with Forge, which will provide helpful continuity in advancing Forge’s strategic and growth goals;

Due Diligence. Due diligence examinations of Forge and discussions with Forge’s management and Motive’s financial and legal advisors concerning Motive’s due diligence examination of Forge;

·

Lock Up. Forge agreed to certain restrictions on transfer for up to 180 days following the closing of the proposed Business Combination with respect to the shares of Domestication Common Stock issued to Forge immediately following the Closing;

·

Other Alternatives. Motive’s board of directors believes, after a thorough review of other business combination opportunities reasonably available to Motive, that the proposed Business Combination represents the best potential business combination for Motive and the most attractive opportunity for Motive’s management to accelerate its business plan based upon its evaluation and assessment of other potential acquisition targets;

·

Negotiated Transaction. The financial and other terms of the Merger Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Motive and Forge; and

·

Opinion of Motive’s Financial Advisor. Motive’s board of directors took into account the financial analysis reviewed by Houlihan Lokey with the Motive board of directors as well as the oral opinion of Houlihan Lokey rendered to the Motive board of directors on September 12, 2021 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Motive board of directors dated September 12, 2021), as to the fairness, from a financial point of view, to Motive of the Aggregate Merger Consideration to be issued and paid by Motive in the Merger pursuant to the Merger Agreement, as more fully described in the section entitled “— Opinion of the Financial Advisor to Motive’s Board of Directors.”

Motive’s board of directors also considered a variety of uncertainties, risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

·

Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the combined company’s revenues;

·

Redemption Risk. The potential that a significant number of Motive shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Motive’s Existing Charter, which would potentially make the Business Combination more difficult or impossible to complete;

·

Shareholder Vote. The risk that Motive’s shareholders may fail to provide the respective votes necessary to effect the Business Combination;

·

Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Motive’s control; and

Presence of Competition. The fact that Forge competes with existing brokers and companies that provide access to competing services, including, among others, online private shares marketplaces and offline brokers, global banks, custodial service providers, and subscription-based data providers.

In addition to considering the factors described above, Motive’s board of directors also considered other factors including, without limitation:

·

Interests of Certain Persons. Some officers and directors of Motive may have interests in the Business Combination. For more information, see the section titled “Interests of Certain Persons in the Business Combination”.

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·

Other Risks Factors. Various other risk factors associated with the business of Forge, as described in the section entitled “Risk Factors”.

Motive’s board of directors concluded that the potential benefits that it expected Motive and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative and other factors associated with the Business Combination. Accordingly, Motive’s board of directors unanimously determined that the Business Combination and the transactions contemplated by the Merger Agreement, were advisable and in the best interests of Motive and its shareholders.

Opinion of the Financial Advisor to Motive’s Board of Directors

On September 12, 2021, Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) orally rendered its opinion to the Motive board of directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Motive board of directors dated September 12, 2021), as to the fairness, from a financial point of view, to Motive of the Aggregate Merger Consideration to be issued and paid by Motive in the Merger pursuant to the Merger Agreement. Motive’s board of directors engaged Houlihan Lokey as a financial advisor to assist the Motive board of directors in evaluating certain financial aspects of the Business Combination and as part of the directors’ efforts to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination.

Houlihan Lokey’s opinion was directed to the Motive board of directors (in its capacity as such) and only addressed the fairness, from a financial point of view, to Motive of the Aggregate Merger Consideration to be issued and paid by Motive in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex K to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Motive board of directors, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Merger or otherwise, including, without limitation, whether holders of Motive Class A Shares should redeem their shares or whether any party should participate in the PIPE Investment.

For more information with respect to the opinion of Houlihan Lokey, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of the Financial Advisor to Motive’s Board of Directors.”

Other Agreements

In connection with the execution of the Merger Agreement, (i) Motive entered into with various parties the A&R FPA, PIPE Subscription Agreements, Stockholder Support Agreement and Sponsor Support Agreement, and (ii) Forge entered into with various parties the Stockholder Support Agreement and Sponsor Support Agreement. In connection with the transactions contemplated by the Merger Agreement, the parties thereto have agreed to deliver executed versions of A&R Registration Rights Agreement concurrent with the consummation of the Business Combination. The following summary of additional agreements entered into or to be entered into pursuant to the Merger Agreement is qualified in its entirety by reference to the complete text of each of the agreements and does not purport to describe all of the terms thereof. The full text of these additional agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Motive shareholders and other interested parties are urged to read such additional agreements in their entirety prior to voting on the Proposals presented at the Extraordinary Meeting.

PIPE Agreements

In connection with the execution of the Merger Agreement, Motive entered into PIPE Subscription Agreements with the PIPE Investors, the form of which is attached to this proxy statement/prospectus as Annex H, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 6.85 million shares of Domestication Common Stock at $10.00 per share for an aggregate commitment amount of $68.5 million. The obligation of the parties to each PIPE Subscription Agreement to consummate the purchase and sale of the shares of Domestication Common Stock covered thereby is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares of Domestication Common Stock covered by such PIPE Subscription

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Agreement, (ii) all conditions precedent to the closing of the Business Combination having been satisfied or waived, (iii) the representations of the parties to such PIPE Subscription Agreement being true and correct in all material respects at and as of the Closing Date (as defined therein) and (iv) each such party to such PIPE Subscription Agreement having performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the PIPE Subscription Agreement. The closings under the PIPE Subscription Agreements will occur substantially concurrently with the Closing.

The PIPE Subscription Agreements provide that New Forge is required to file with the U.S. Securities and Exchange Commission (the “SEC”), within 30 days after the consummation of the transactions contemplated by the Merger Agreement, a shelf registration statement covering the resale of the Domestication Common Stock to be issued to the PIPE Investors and to use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) 60 calendar days after the filing thereof (or, in the event the SEC notifies New Forge that it will review such shelf registration statement, 90 calendar days following the filing thereof) and (ii) the tenth business day after the date New Forge is notified (orally or in writing, whichever is earlier) by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review.

Additionally, pursuant to the PIPE Subscription Agreements, the PIPE Investors agreed to waive any and all right, title and interest, or any claim of any kind that they have or may have in the future, in or to any monies held in the trust account. The PIPE Subscription Agreements will terminate, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of Motive and the applicable PIPE Investor, (iii) the Agreement End Date if the Closing has not occurred by such date and the terminating party’s breach was not the primary reason the Closing failed to occur by the Agreement End Date, and (iv) if the conditions set forth therein are not satisfied or are not capable of being satisfied prior to the Closing (as defined in the PIPE Subscription Agreements) and, as a result thereof, the transactions contemplated therein will not be or are not consummated at the Closing (as defined in the PIPE Subscription Agreements).

A&R FPA

In connection with the execution of the Merger Agreement, Motive and certain Motive fund vehicles managed by an affiliate of Motive (the “A&R FPA Investors”) entered into the A&R FPA, dated as of September 13, 2021, a copy of which is attached to this proxy statement/prospectus as Annex F. Pursuant to the A&R FPA, the A&R FPA Investors will collectively purchase in a private placement to close substantially concurrently with the consummation of the Business Combination, at a per-unit price of $10.00, five million Forward Purchase Units (each consisting of one share of Domestication Common Stock and one-third of one Domestication Public Warrant) and up to an additional nine million of such Forward Purchase Units to the extent of redemptions on a dollar-for-dollar basis by Motive shareholders of all or a portion of their Motive Class A Shares. For the avoidance of doubt, regardless of the extent of such redemptions, the A&R FPA Investors will in no event be required to purchase more than an aggregate amount of 14 million Forward Purchase Units. The obligations of the A&R FPA Investors under the A&R FPA are subject to the fulfillment of certain conditions set forth therein, including the concurrent consummation of the Merger.

Sponsor Support Agreement

Concurrent with the execution of the Merger Agreement, Motive, Forge, the Sponsor and other holders of Motive Class B Shares entered into the Sponsor Support Agreement, dated as of September 13, 2021 (the “Sponsor Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex D. Pursuant to the Sponsor Support Agreement, the Sponsor and such holders of Motive Class B Shares have agreed to (i) vote all shares of Motive stock they own in favor of the transactions contemplated by the Merger Agreement and (ii) waive certain anti-dilution rights with respect to their Motive Class B Shares. The Sponsor also has agreed to certain transfer restrictions with respect to its Motive Class B Shares (including shares of Domestication Common Stock issued with respect to such Motive Class B Shares in the Domestication) (the “Lockup Shares”) and its warrants to purchase Motive Class A Shares (the “Lockup Warrants” and, together with the Lockup Shares, the “Lockup Securities”) as follows: (a) one-third of the Lockup Shares will be subject to a one year lock-up, and will be released from such lock-up if the closing price of Domestication Common Stock equals or exceeds $12.00 for any 20 trading days in a 30-consecutive trading day period commencing 150 days post-Closing, (b) one-third of the Lockup Warrants will be subject to a six month lock-up, (c) one-third of the Lockup Securities will be subject to a three year lock-up, and will be released from such lock-up no earlier than six months after the Closing if the closing price of Domestication Common Stock equals or exceeds $12.50 for any 20 trading days in a 30-consecutive trading day period post-Closing, and (d) one-third of the Lockup Securities will be subject to a three year lock- up, and will be released from such lock-up no earlier than six months after the Closing if the closing price of Domestication Common Stock equals or exceeds $15.00 for any 20 trading

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days in a 30-consecutive trading day period post-Closing. If earlier, each of the foregoing lock-up periods would terminate on the date after the Closing on which a Change of Control (as defined in the Sponsor Support Agreement) of the Company occurs.

Forge Shareholder Support Agreement

Concurrent with the execution of the Merger Agreement, Motive, Forge, and certain Forge shareholders (the “Supporting Forge Shareholders”) entered into the Stockholder Support Agreement, dated as of September 13, 2021 (the “Stockholder Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex E. Pursuant to the Stockholder Support Agreement, the Supporting Forge Shareholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement.

Amended and Restated Registration Rights Agreement

The Merger Agreement contemplates that at the Closing, the Sponsor, New Forge and certain Motive and Forge shareholders (the “RRA Holders”), will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), a copy of which is attached to this proxy statement/ prospectus as Annex G, pursuant to which New Forge will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domestication Common Stock and other equity securities of New Forge that are held by the RRA Holders from time to time. Under the A&R Registration Rights Agreement, New Forge will agree that, within 30 calendar days after the Closing, New Forge will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the RRA Holders, and use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. The Forge shareholders and the Sponsor will each be entitled to make three written shelf takedown requests that New Forge register the resale of any or all of their Domestication Common Stock, so long as such demand is for at least $20 million in shares of Domestication Common Stock proposed to be sold. Subject to certain customary exceptions, if at any time after the Closing, New Forge proposes to file a registration statement under the Securities Act with respect to its securities, New Forge will give notice to the relevant security holders party to the A&R Registration Rights Agreement as to the proposed filing and offer such security holders an opportunity to register the resale of such number of shares of their Domestication Common Stock as requested by such shareholders, subject to customary cutbacks in an underwritten offering. Any other shareholders of New Forge with piggyback registration rights may also participate in any such registrations, subject to customary cutbacks in an underwritten offering.

Lock-Up

The Proposed Bylaws contemplate that Forge shareholders will be subject to additional restrictions on the sale or transfer of the shares of New Forge (including shares issuable upon exercise of warrants or other equity awards of New Forge) they receive in the Merger for a 180-day period following the Closing.

Employment Agreements

Upon the completion of the Business Combination, Motive will assume by operation of law those certain employment agreements entered into between Forge and certain executive officers of Forge concurrent with the execution of the Merger Agreement. For a description of these agreements see “Forge Director and Executive Compensation — Executive Compensation — New Executive Agreements.

Ownership of Motive Following the Business Combination

As of the date of this proxy statement/prospectus, there are 51,750,000 Motive Ordinary Shares issued and outstanding, including 10,350,000 Motive Class B Shares, which will be converted into Motive Class A Shares on a one-for-one basis. As of the date of this proxy statement/prospectus, there are an aggregate of 13,800,000 Motive Public Warrants and 7,386,667 Motive Private Warrants outstanding. Each whole warrant entitles the holder thereof to purchase one (1) Motive Class A Share.

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The following table illustrates varying beneficial ownership levels in New Forge immediately following the consummation of the Business Combination assuming the levels of redemptions by the public shareholders indicated:

    

No Redemption Scenario(1)

    

50% of 
Maximum Redemption Scenario(2)

    

Maximum Redemption Scenario(3)

 

Number of
Shares
(in millions)

   

%
Ownership

   

Fully
Diluted
Ownership %

Number of
Shares
(in millions)

    

%
Ownership

    

Fully
Diluted
Ownership %

Number of
Shares
(in millions)

    

%
Ownership

Fully
Diluted
Ownership %

Forge Stockholders(4)

124.9

66.3

%

55.1

%

124.9

70.6

%  

57.4

%

134.9

81.2

%

65.1

%

Holders of Motive Class A Shares

41.4

22.0

%

18.3

%

20.7

11.7

%  

9.5

%

%

Holders of Motive Class B Shares

10.4

5.5

%

4.6

%

10.4

5.9

%  

4.8

%

10.4

6.2

%

5.0

%

A&R FPA Investors

5.0

2.7

%

2.2

%

14.0

7.9

%  

6.4

%

14.0

8.4

%

6.8

%

PIPE Investors

6.9

3.6

%

3.0

%

6.9

3.9

%  

3.1

%

6.9

4.1

%

3.3

%

Total Outstanding

188.5

100.0

%

83.2

%

176.8

100.0

%  

81.2

%

166.1

100.0

%

80.2

%

Motive Public Warrants (5)

13.8

  

6.1

%

13.8

  

6.3

%

13.8

  

6.7

%

Motive Private Warrants

7.4

  

3.3

%

7.4

  

3.4

%

7.4

  

3.6

%

Forge Options and Forge Warrants(4) (6)

15.1

  

6.7

%

15.1

  

6.9

%

15.1

  

7.3

%

Warrants Issued to A&R FPA Investors

1.7

  

0.7

%

4.7

  

2.1

%

4.7

  

2.3

%

Total Dilutive Warrants and Options

38.0

  

16.8

%

41.0

  

18.8

%

41.0

  

19.8

%

Total Fully Diluted(7)

226.5

  

100.0

%  

217.8

  

100.0

%

207.1

  

100.0

%

(1)This scenario assumes (i) that no Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(2)This scenario assumes (i) that 20,700,000 Motive Class A Shares are redeemed and (ii) the Cash Merger Consideration is $100 million.
(3)This scenario assumes that all Motive Class A Shares are redeemed and the $68.5 million received as proceeds from the PIPE Investment and $140 million received as proceeds from the A&R FPA Investment are sufficient to satisfy the $208.5 million Minimum Cash Condition. In this scenario, the Cash Merger Consideration is $0.

(4)

Assumes no Forge options or warrants are exercised prior to the consummation of the Business Combination.

(5)

Includes warrants retained by the holders of Motive Class A Shares that elect to have their shares redeemed.

(6)

Includes both vested and unvested Forge options and Forge warrants, which upon closing of the Merger will be converted into options and warrants to acquire Domestication Common Stock.

(7)

Does not give effect to the shares reserved for issuance under the Incentive Plan and Employee Stock Purchase Plan. See “Proposal No. 7 — The Incentive Plan Proposal” and “Proposal No. 8 — The Employee Stock Purchase Plan Proposal” for additional information.

In each of the redemption scenarios, assuming exercise and conversion of all securities indicated in the above table, our Sponsor and its directors and officers will hold approximately 17.7 million shares of Domestication Common Stock received upon the conversion and exercise, as applicable, of their 10,350,000 Motive Class B Shares and 7,386,667 Motive Private Warrants. The Sponsor paid (i) $25,000 for the 10,350,000 Motive Class B Shares (which if unrestricted and freely tradable would be valued at approximately $        million, based on the closing price of $            per Motive Class A Share on           , 2021 and at approximately $103.5 million based on the deemed value of $10.00 per share of Domestication Common Stock under the Merger Agreement) and (ii) $11,080,000 for its 7,386,667 Motive Private Warrants (which would be valued at $9,233,330 or $ million in the aggregate, based on Motive’s latest quarterly third-party valuation of $1.25 per Motive Private Warrant as of September 30, 2021 and the closing price of $ per Motive Public Warrant on NYSE on , 2021, respectively).

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Organizational Structure

Before the Business Combination

The diagrams below depict simplified versions of the current organizational structures of Motive and Forge, respectively.

Motive Pre-Business Combination

Graphic

Forge Pre-Business Combination

Graphic

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After the Business Combination

The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Domestication and the Business Combination.

Post Business Combination

Graphic

(1)

Assuming no redemptions by public shareholders and Cash Merger Consideration of $100 million. Percentages calculated on a fully-diluted basis.

(2)

Includes 13,800,000 Domestication Public Warrants held by the public shareholders.

(3)

Includes 7,386,667 Domestication Private Warrants held by the Sponsor and approximately 1.7 million Domestication Public Warrants to be issued to A&R FPA Investors.

(4)

Includes approximately 15.1 million vested and unvested Forge options and Forge warrants, which upon closing of the Merger will be converted into options and warrants to acquire Domestication Common Stock.

Comparison of Shareholders’/Stockholders’ Rights

Following the Merger, the rights of public holders who become New Forge stockholders in the Merger will no longer be governed by the Cayman Constitutional Documents and instead will be governed by New Forge’s Proposed Charter and Proposed Bylaws. See “Comparison of Corporate Governance and Shareholders’/Stockholders’ Rights”.

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Regulatory Matters

Completion of the Merger are subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Motive agreed to use its reasonable best efforts to obtain all required regulatory approval and Forge agreed to request early termination of any waiting period under the HSR Act. On October 1, 2021, Forge and Motive filed the required forms under the HSR Act with respect to the Business Combination with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“Antitrust Division”) and the applicable waiting period expired on November 1, 2021. The regulatory approval to which completion of the Merger is subject is described in more detail in the section of this proxy statement/prospectus entitled Proposal No. 1 — The Business Combination Proposal — Regulatory Matters”.

Extraordinary Meeting

The Extraordinary Meeting in lieu of the 2021 annual meeting of Motive Shareholders (the “Extraordinary Meeting”) will be held on                , 2021, at                 a.m. Eastern Time, at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Ave, New York, NY 10166 and virtually at                . Due to the COVID-19 pandemic, we are encouraging our shareholders to attend the Extraordinary Meeting via a virtual meeting. At the Extraordinary Meeting, Motive Shareholders will be asked to approve the Proposals, as set forth above.

The Motive board of directors has fixed the close of business on                , 2021 (“Motive record date”) as the record date for determining the holders of Motive Ordinary Shares entitled to receive notice of and to vote at the Extraordinary Meeting. As of the Motive record date, there were 41,400,000 Motive Class A Shares and 10,350,000 Motive Class B Shares outstanding and entitled to vote at the Extraordinary Meeting held by holders of record. Each Motive Ordinary Share entitles the holder to one (1) vote at the Extraordinary Meeting on each Proposal (other than the Director Election Proposal) to be considered at the Extraordinary Meeting. With respect to the Director Election Proposal, only Motive Class B Shares are entitled to vote at the Extraordinary Meeting.

As of the Motive record date, the Sponsor and Motive’s directors and executive officers and their affiliates owned and were entitled to vote 10,350,000 Motive Ordinary Shares, representing approximately 20% of the Motive Ordinary Shares outstanding on that date. Motive currently expects that the Sponsor and its directors and officers will vote their shares in favor of the proposals set forth in this proxy statement/prospectus, and, pursuant to an agreement entered into in connection with Motive’s IPO, the Sponsor and Motive’s directors have agreed to do so. As of the Motive record date, Forge did not beneficially hold any Motive Ordinary Shares.

Motive shareholders representing a majority of the shares in the capital of Motive issued and outstanding as of the record date and entitled to vote at the Extraordinary Meeting must be present in person (or via teleconference) or represented by proxy (or, if a shareholder is a corporation or other non-natural person, by its duly authorized representative or proxy) in order to hold the Extraordinary Meeting and conduct business. In the absence of a quorum within half an hour from the time appointed for the meeting to commence, the Extraordinary Meeting will be adjourned to the same day in the next week at the same time and place or to such other day, time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum.

Recommendation of the Motive Board of Directors

The Motive board of directors has unanimously determined that the Merger, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of Motive and its shareholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its shareholders for approval at the Extraordinary Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The Motive board of directors unanimously recommends that Motive’s shareholders vote “FOR” the Business Combination Proposal, “FOR” the Redomestication Proposal “FOR” the Non-Binding Organizational Documents Proposals, FOR” the Binding Charter Proposal, “FOR” the election of each of the nine directors nominated in the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal (if necessary). For a description of various factors considered by the Motive board of directors in reaching its decision to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement, including the Proposals, see the section titled “Proposal No. 1The Merger Agreement — Motive’s Board of Directors’ Reasons for the Approval of the Business Combination”.

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Motive’s Directors and Executive Officers Have Financial Interests in the Merger

Certain of Motive’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Motive’s shareholders. The members of the Motive board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that Motive Shareholders approve the proposals required to effect the Merger. See “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Business Combination - Motive”.

Date, Time and Place of the Extraordinary Meeting

The Extraordinary Meeting of the shareholders of Motive will be held at                 a.m., Eastern Time, on                , 2021, at the offices of Gibson, Dunn & Crutcher LLP located at 200 Park Ave, New York, NY 10166 and virtually at                . Due to the COVID-19 pandemic, we are encouraging our shareholders to attend the Extraordinary Meeting virtually, to consider and vote upon the Proposals to be put to the Extraordinary Meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, each of the Cross-Conditioned Proposals have not been approved. The virtual meeting may be accessed by using the following information:

Webcast URL:

US Toll Free:

International Toll:

Participant Passcode:

Voting Power; Record Date

Motive Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary Meeting if they owned Motive Ordinary Shares at the close of business on                , 2021, which is the “record date” for the Extraordinary Meeting. Each Motive Ordinary Share entitles the holder to one (1) vote at the Extraordinary Meeting on each Proposal (other than the Director Election Proposal) to be considered at the Extraordinary Meeting. Under the terms of the Cayman Constitutional Documents, with respect to the Director Election Proposal, only holders of Motive Class B Shares shall have one vote for each Motive Class B Share held and entitled to vote thereon. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Motive Public Warrants and Motive Private Warrants do not have voting rights. As of the close of business on the record date, there were 41,400,000 Motive Class A Shares issued and outstanding and 10,350,000 Motive Class B Shares issued and outstanding.

Quorum and Vote of Motive Shareholders

A quorum of Motive Shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary Meeting if a majority of the issued and outstanding Motive Ordinary Shares entitled to vote at the Extraordinary Meeting are represented in person (or online) or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary Meeting. In the absence of a quorum within half an hour from the time appointed for the meeting to commence, the Extraordinary Meeting will be adjourned to the same day in the next week at the same time and place or to such other day, time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum. As of the record date for the Extraordinary Meeting, 25,875,000 Motive Ordinary Shares would be required to achieve a quorum (without an adjournment).

The proposals presented at the Extraordinary Meeting require the following votes:

1.

Proposal No. 1: The Business Combination Proposal — Requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

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2.

Proposal No. 2: The Redomestication Proposal Requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

3.

Proposal No. 3: The Non-Binding Organizational Documents Proposals — Each of the Non-Binding Organizational Documents Proposals requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

4.

Proposal No. 4: The Binding Charter Proposal — Requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

5.

Proposal No. 5: The Director Election Proposal — Requires an ordinary resolution of the holders of Motive Class B Shares under the Companies Act, being the affirmative vote of a majority of the Motive Class B Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

6.

Proposal No. 6: The NYSE Proposal — Requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

7.

Proposal No. 7: The Incentive Plan Proposal — Requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

8.

Proposal No. 8: The Employee Stock Purchase Plan Proposal — Requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

9.

Proposal No. 9: The Adjournment Proposal — Requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting.

Under the terms of the Cayman Constitutional Documents, only the holders of Motive Class B Shares are entitled to vote on the Director Election Proposal.

Redemption Right

Pursuant to the Cayman Constitutional Documents, a holder of Motive Class A Shares may request that Motive redeem all or a portion of its such shares for cash if the Business Combination is consummated. As a holder of Motive Class A Shares, you will be entitled to receive cash for any such shares to be redeemed only if you:

·

hold Motive Class A Shares; or if holding Motive Class A Shares through Motive Units, you elect to separate your Motive Units into the underlying Motive Class A Shares and Motive Public Warrants prior to exercising your redemption rights with respect to the Motive Class A Shares;

·

submit a written request to Continental Stock Transfer & Trust Company (Continental), Motives transfer agent, that Motive redeem all or a portion of your public shares for cash; and

·

deliver your public shares to Continental, Motives transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                , 2021 (two business days before the Extraordinary Meeting) in order for their Motive Class A Shares to be redeemed.

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Holders of Motive Units must elect to separate Motive Units into the underlying Motive Class A Shares and Motive Public Warrants prior to exercising redemption rights with respect to the Motive Class A Shares. If holders hold their Motive Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Motive Units into the underlying Motive Class A Shares and Motive Public Warrants, or if a holder holds Motive Units registered in its own name, the holder must contact Continental, Motive’s transfer agent, directly and instruct them to do so. Motive Shareholders may elect to redeem all or a portion of the Motive Class A Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Motive Class A Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the Motive Class A Shares that it holds and timely delivers its shares to Continental, Motive’s transfer agent, New Forge will redeem such Motive Class A Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of                , 2021, this would have amounted to approximately $                per issued and outstanding Motive Class A Share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Domestication Common Stock that will be redeemed immediately after consummation of the Business Combination. See “How do holders of Motive Class A Shares exercise their redemption rights?” and related Q&As in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of Motive Class A Shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a holder of Motive Class A Shares, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our holders of Motive Class A Shares vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby. As of the date of this proxy statement/prospectus, the Sponsor (owns 20.0% of the issued and outstanding Motive Class A Shares.

Holders of the Motive Public Warrants and Motive Private Warrants will not have redemption rights with respect to such warrants.

Appraisal Rights

Neither Motive Shareholders or holders of Motive Public Warrants and Motive Private Warrants have appraisal rights in connection with the Business Combination or the Domestication under the Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Motive has engaged          to assist in the solicitation of proxies. If you have any questions about how to vote or direct a vote in respect of your Motive Ordinary Shares, please contact          .

If a Motive Shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary Meeting. A Motive Shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary Meeting — Revoking Your Proxy.”

Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the Proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” with respect to Motive, Forge and the proposed Business Combination.

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Listing

The Motive Class A Shares and Motive Public Warrants are listed on NYSE under the symbols “MOTV” and “MOTV WS”, respectively. Following the Domestication and the Merger, Domestication Common Stock (including common stock issued in connection with the consummation of the Business Combination) and Domestication Public Warrants will be listed on NYSE under the symbol “      ” and “      WS”, respectively.

Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Motive as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Motive immediately following the Domestication will be the same as those of Motive immediately prior to the Domestication.

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The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Motive has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on current shareholders of the Forge having a relative majority of the voting power of the combined entity, the operations of the Forge prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of the Forge comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Forge with the acquisition being treated as the equivalent of Forge issuing stock for the net assets of Motive, accompanied by a recapitalization. The net assets of Motive will be stated at historical cost, with no goodwill or other intangible assets recorded. The accounting treatment differs from the legal transaction structure, pursuant to which Motive is acquiring Forge.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF MOTIVE

Motive is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The following table sets forth selected historical financial information derived from Motive’s unaudited financial statements as of September 30, 2021 and for the nine months ended September 30, 2021, and derived from Motive’s audited statement of operations for the period from September 28, 2020 (inception) through December 31, 2020 and balance sheet data as of December 31, 2020. The historical results of Motive included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of Motive. You should read the following selected financial data in conjunction with “Motive’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

STATEMENT OF OPERATIONS DATA

For the period from

September 28, 2020

For the nine months ended

(inception) through

September 30, 2021

December 31, 2020

(unaudited)

General and administrative expenses

    

$

4,661,421

    

$

35,004

 

Loss from operations

(4,661,421)

(35,004)

Other income (expense):

Change in fair value of derivative liabilities

11,248,950

(10,659,080)

Transaction costs — derivative liabilities

(1,126,070)

Gain on marketable securities, dividends and interest held in Trust Account

80,323

20,525

Net (loss) income

$

6,667,852

$

(11,799,629)

Weighted average shares outstanding of Class A redeemable ordinary shares

41,400,000

7,650,000

Basic and diluted net income per share, Class A redeemable ordinary shares

$

0.13

$

(0.66)

Weighted average shares outstanding of Class B non-redeemable ordinary shares

10,350,000

10,350,000

Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares

$

0.13

$

(0.66)

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BALANCE SHEET DATA

September 30, 2021

December 31, 2020

    

(unaudited)

 

Current Assets

Cash

$

714,628

$

1,674,650

Prepaid expenses

379,221

651,605

Total Current Assets

1,093,849

2,326,255

Investments held in trust account

414,100,847

414,020,525

Total Assets

$

415,194,696

$

416,346,780

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

$

3,845,535

$

416,521

Deferred underwriting commissions

14,490,000

14,490,000

Derivative liabilities

29,283,330

40,532,280

Total Liabilities

47,618,865

55,438,801

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 41,400,000 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020

414,000,000

414,000,000

Shareholders’ Deficit

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized at September 30, 2021 and December 31, 2020

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding

1,035

1,035

Additional paid-in capital

Accumulated deficit

(46,425,204)

(53,093,056)

Total Shareholders’ Deficit

(46,424,169)

(53,092,021)

Total Liabilities and Shareholders’ Deficit

$

415,194,696

$

416,346,760

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SELECTED HISTORICAL FINANCIAL INFORMATION OF FORGE

The following selected historical financial information of Forge together with Forge’s audited consolidated financial statements and the related notes and Forge’s unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus and the information in the section entitled “Forge’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forge has derived the consolidated statements of operations data for the years ended December 31, 2019 and December 31, 2020, and the balance sheet data as of December 31, 2019 and 2020, from Forge’s audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the nine months ended September 30, 2020 and 2021, and the consolidated balance sheet data as of September 30, 2021, have been derived from Forge’s unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as Forge’s audited consolidated financial statements. In the opinion of Forge’s management, the unaudited data reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information contained in those statements. Forge’s historical results are not necessarily indicative of the results that may be expected in the future, and Forge’s results from any interim period are not necessarily indicative of the results that may be expected for any full-year or future period.

As of and for the

As of and for the

 

nine-month period ended

years ended

in thousands, except share and per share data

September 30

December 31

    

2021

    

2020

    

2020

    

2019

(Unaudited)

(Audited)

Statement of Operations Data

Total revenues

$

98,386

$

31,893

$

51,644

$

27,710

Total revenues, less transaction-based expenses

$

95,212

$

28,926

$

47,756

$

24,049

Total operating expenses

99,484

34,760

55,373

38,695

Operating profit (loss)

(4,272)

(5,834)

(7,617)

(14,646)

Total other expenses

(7,668)

(1,493)

(2,898)

(492)

Loss before provision for income taxes

(11,940)

(7,327)

(10,515)

(15,138)

Provision for (benefit from) income taxes

199

65

(803)

100

Net and comprehensive loss

$

(12,139)

$

(7,392)

$

(9,712)

$

(15,238)

Net loss per share attributable to common stockholders, basic and diluted

$

(0.69)

$

(0.69)

$

(0.81)

$

(1.48)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

17,658,864

10,650,953

11,946,614

10,261,428

Balance Sheet Data

Total assets

$

262,006