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):

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

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:

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”).

In connection with the Domestication:

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”);

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;

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”);

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

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.

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

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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.

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”):

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.

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”).

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.

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.

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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.

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.

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.

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.

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.

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

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:

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”).

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.

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.

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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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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	v
TABLE OF CONTENTS	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

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

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.

What is the purpose of this document?

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?

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?

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?

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?

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?

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?

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?

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?

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?

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

Maximu

Maximum

Forge

Motive

Redemption

(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)

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?

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?

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?

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?

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?

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?

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?

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?

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:

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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.

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.

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.

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.

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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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?

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?

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?

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?

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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?

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?

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?

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?

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?

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?

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, 30^th Floor

New York, NY 10004

Q:	How can I vote?

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?

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?

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?

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?

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?

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?

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?

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:

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:

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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.

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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.

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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.

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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.

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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.

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.

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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:

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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;

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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;

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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;

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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

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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

Forge Pre-Business Combination

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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

(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. 1 — The 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:

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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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.

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.

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.

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.

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.

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.

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.

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”), Motive’s transfer agent, that Motive redeem all or a portion of your public shares for cash; and

deliver your public shares to Continental, Motive’s 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				$	258,502	$	118,270
Total liabilities		64,656					109,153		80,835
Convertible preferred stock		246,056					156,848		84,998
Stockholders’ deficit		(48,706)					(7,499)		(47,563)
Cash Flow Data
Net cash (used in) provided by operating activities	$	12,857	$		1,624	$	(2,528)	$	1,788
Net cash used in investing activities		(2,855)			3,688		(23,373)		(45,834)
Net cash provided by financing activities		29,638			1,252		39,380		40,099

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SUMMARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) has been derived from the unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021, included in the “Unaudited Pro Forma Condensed Combined Financial Information.”

The summary unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical financial statements of Forge and Motive including the accompanying notes, which are included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Forge and Motive have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Motive Capital will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Forge with the Business Combination will be 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. Operations prior to the Business Combination are those of Forge.

The following table presents summary pro forma data after giving effect to the Business Combination and the other transactions contemplated by the Merger Agreement, assuming two redemption scenarios as follows:

Assuming No Redemptions: This presentation assumes that no public shareholders of Motive exercise redemption rights with respect to their shares for a pro rata share of the funds in Motive’s trust account.

Assuming Maximum Redemptions: This presentation assumes that Motive Class A Shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rate allocation are sufficient to satisfy the Minimum Available Cash Condition of $208.5 million. There was $414.1 million held in the trust account of September 30, 2021, PIPE Financing of $68.5 million, and proceeds received pursuant to the A&R FPA of up to $140.0 million in connection with the Business Combination. Under this scenario, all outstanding Motive Class A Shares may be redeemed and still enable Motive to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement.


(in millions, except share and per share data)	Pro Forma Combined (Assuming No Redemptions)		Pro Forma Combined (Assuming Maximum Redemptions)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data
For the Nine Months Ended September 30, 2021
Revenues	$	98,386	$	98,386
Basic and diluted net loss per share	$	(0.02)	$	(0.02)
For the Twelve Months Ended December 31, 2020
Revenues	$	75,980	$	75,980
Basic and diluted net loss per share	$	(0.32)	$	(0.36)
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of September 30, 2021
Total assets	$	617,498	$	396,233
Total liabilities	$	88,286	$	92,036
Total stockholders’ equity	$	529,212	$	304,197

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COMPARATIVE PER SHARE DATA

The following table sets forth selected historical comparative share information for Motive and Forge and unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming two redemption scenarios as follows:

Assuming Maximum Redemptions: This presentation assumes that Motive’s Class A Shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rate allocation are sufficient to satisfy the Minimum Available Cash Condition of $208.5 million. There was $414.1 million held in the trust account of September 30, 2021, PIPE Financing of $68.5 million, and proceeds received pursuant to the A&R FPA of up to $140.0 million in connection with the Business Combination. Under this scenario, all outstanding Motive Class A Shares may be redeemed and still enable Motive to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement.

The pro forma book value information reflects the Business Combination as if had occurred on September 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Motive and Forge and related notes. The unaudited pro forma combined per share information of Motive and Forge is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Motive and Forge would have been had the companies been combined during the periods presented.


					Combined Pro Forma				Forge Equivalent Per Share Pro Forma(2)
	Forge (Historical)		Motive Capital (Historical)		Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
As of and for the nine months ended September 30, 2021
Book value per share(1)	$	(2.76)	$	(0.90)	$	2.89	$	1.89	$	8.91	$	5.83
Weighted average shares outstanding – basic and diluted		17,658,864
Net loss per share – basic and diluted	$	(0.69)
Weighted average Motive Class A Shares outstanding – basic and diluted				41,400,000
Net income per share of Motive Class A Shares – basic and diluted			$	0.13
Weighted average Motive Class B Shares outstanding – basic and diluted				10,350,000
Net income per share of Motive Class B Shares – basic and diluted			$	0.13
Weighted average Domestication Common Stock outstanding – basic and diluted						183,011,168		160,611,168
Net loss per share of Domestication Common Stock – basic and diluted					$	(0.02)	$	(0.02)	$	(0.06)	$	(0.06)

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					Combined Pro Forma				Forge Equivalent Per Share Pro Forma(2)
	Forge (Historical)		Motive Capital (Historical)		Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
As of and for the year ended December 31, 2020
Book value per share (1) (3)	$	(0.63)	$	(2.95)		N/A		N/A		N/A		N/A
Weighted average shares outstanding – basic and diluted		11,946,614
Net loss per share – basic and diluted	$	(0.81)
Weighted average Motive Class A Shares outstanding – basic and diluted				7,650,000
Net loss per share of Motive Class A Shares – basic and diluted			$	(0.66)
Weighted average Motive Class B Shares outstanding – basic and diluted				10,350,000
Net loss per share of Motive Class B Shares – basic and diluted			$	(0.66)
Weighted average Domestication Common Stock outstanding – basic						136,159,344		113,759,344
Net loss per share of Domestication Common Stock – basic					$	(0.32)	$	(0.36)	$	(0.99)	$	(1.11)

(1)	Book value per share is calculated as (a) total permanent equity divided by (b) the total number of shares of common stock outstanding classified in permanent equity.

(2)	The equivalent pro forma basic and diluted per share data for Forge is calculated by multiplying the combined pro forma per share data by the Exchange Ratio set forth in the Merger Agreement.

(3)	Pro forma balance sheet information as of December 31, 2020 is not required and as such is not included in this table.

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MARKET PRICE AND DIVIDEND INFORMATION

Motive

Motive Units, Motive Class A Shares and Motive Public Warrants are currently listed on NYSE under the symbols “MOTV.U,” “MOTV” and “MOTV.WS,” respectively.

The closing price of the Motive Units, Motive Class A Shares and Motive Public Warrants on , 2021, the last trading day before announcement of the execution of the Merger Agreement, was $ , $ and $ , respectively. As of , 2021, the record date for the Extraordinary Meeting, the most recent closing price for each Motive Unit, Motive Class A Share and Motive Public Warrant was $ , $ , and $ , respectively.

Holders of the Motive Units, Motive Class A Shares and Motive Public Warrants should obtain current market quotations for their securities. The market price of Motive’s securities could vary at any time before the Merger.

Holders

As of , 2021, there were holders of record of Motive Units, holders of record of separately traded Motive Class A Shares, holders of record of separately traded Motive Public Warrants, holders of record of Motive Class B Shares, and holders of record of Motive Private Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Motive Units, Motive Class A Shares and Motive Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Motive has not paid any cash dividends on its shares to date and does not intend to pay cash dividends prior to the completion of the Merger. The payment of cash dividends in the future will be dependent upon New Forge’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Merger. The payment of any cash dividends subsequent to the Merger will be within the discretion of New Forge’s board of directors at such time. New Forge’s ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing.

Forge

Historical market price information for Forge’s capital stock is not provided because there is no public market for Forge’s capital stock. See “Forge’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Motive and Forge. These statements are based on the beliefs and assumptions of the management of Motive and Forge. Although Motive and Forge believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Motive nor Forge can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of Motive and Forge prior to the Business Combination, and New Forge following the Business Combination, to:

execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

manage risks associated with operational changes in response to the COVID-19 pandemic;

meet the closing conditions to the Merger Agreement, including approval by shareholders of Motive and Forge on the expected terms and schedule;

comply with laws and regulations applicable to its business;

stay abreast of modified or new laws and regulations applying to Forge’s or New Forge’s business;

realize the benefits expected from the proposed Merger;

anticipate the uncertainties inherent in the development of new business lines and business strategies;

retain and hire necessary employees;

increase brand awareness;

access, collect and use personal data about consumers;

attract, train and retain effective officers, key employees or directors;

upgrade and maintain information technology systems;

acquire and protect intellectual property;

anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions;

meet future liquidity requirements;

effectively respond to general economic and business conditions;

maintain the listing on, or the delisting of Motive’s or New Forge’s securities from, NYSE or an inability to have our securities listed on NYSE or another national securities exchange following the Business Combination;

obtain additional capital, including use of the debt market;

enhance future operating and financial results;

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anticipate rapid technological changes;

anticipate the impact of, and response to, new accounting standards;

respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

anticipate the rise in interest rates which would increase the cost of capital;

anticipate the significance and timing of contractual obligations;

maintain key strategic relationships with partners;

respond to uncertainties associated with product and service development and market acceptance;

manage to finance operations on an economically viable basis;

anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets;

successfully defend litigation; and

successfully deploy the proceeds from the Business Combination.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and “Proposal No. 1 — The Business Combination Proposal — Certain Projected Financial Information” and elsewhere in this proxy statement/prospectus, could affect the future results of Motive and Forge prior to the Business Combination, and New Forge following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus:

any delay in closing of the Business Combination;

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

litigation, complaints, product liability claims and/or adverse publicity;

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

privacy and data protection laws, privacy or data breaches, or the loss of data; and

the impact of the COVID-19 pandemic and its effect on business and financial conditions of Forge.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Motive and Forge prior to the Business Combination, and New Forge following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Motive or Forge assess the impact of all such risk factors on the business of Motive or Forge prior to the Business Combination, and New Forge following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to Motive or Forge or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Motive or Forge prior to the Business Combination, and New Forge following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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In addition, statements of belief and similar statements reflect the beliefs and opinions of Motive or Forge, as applicable, on the relevant subject. These statements are based upon information available to Motive or Forge, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Motive or Forge, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Market, ranking and industry data used throughout this proxy statement/prospectus, is based on the good faith estimates of Forge’s management, which in turn are based upon Forge’s management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Forge is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Forge’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

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RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” and Proposal No. 1 — The Business Combination Proposal — Certain Projected Financial Information,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Unless the context requires otherwise, references to “Forge,” “we,” “us,” “our” and “the Company” in this section are to the business and operations of Forge prior to the Business Combination and the business and operations of New Forge as directly or indirectly affected by Forge by virtue of New Forge’s ownership of the business of Forge following the Business Combination.

Summary of Risk Factors

An investment in our securities involves a high degree of risk. In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business and the proposed Business Combination. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:

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Motive is recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

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Forge has a history of losses and may not achieve or maintain profitability in the future.

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Forge faces intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed. Some of our current and potential competitors have longer operating histories, particularly with respect to our financial services business, significantly greater financial, technical, marketing and other resources and a larger customer base than we do.

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Forge’s business is subject to the regulatory framework applicable to investment advisers, broker-dealers, and alternative trading systems, including regulation by the SEC and FINRA.

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Forge’s business is subject to extensive laws and regulations promulgated by U.S. state, U.S. federal and non-U.S. laws, including those applicable to broker dealers, investment advisers and alternative trading systems, including regulation by the SEC and FINRA in the jurisdictions in which we operate. Compliance with laws and regulations require significant expense and devotion of resources, which may adversely affect our ability tooperate profitably.

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Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

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Our Sponsor and members of our management team have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

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The Sponsor and our directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Motive Class A Shares or Motive Public Warrants.

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Motive’s shareholders will experience dilution due to the Issuances and the exercisability of warrants for Domestication Common Stock, in each case which would increase the number of shares eligible for future resale in the public market.

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There can be no assurance that the Domestication Common Stock and Warrants will be approved for listing on NYSE following the Closing, or if approved, that we will be able to comply with the continued listing standards of NYSE.

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A significant portion of the total outstanding Domestication Common Stock will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Domestication Common Stock to drop significantly, even if New Forge’s business is doing well.

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New Forge’s management does not have prior experience in managing a publicly traded company.

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COVID-19 or another pandemic, epidemic or outbreak of an infectious disease may have an adverse effect on Forge and New Forge business, results of operations, financial condition and cash flows, the nature and extent of which are highly uncertain and unpredictable.

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If New Forge fails to manage its growth effectively, it may be unable to execute its business plan, maintain high levels of service and member satisfaction or adequately address competitive challenges.

Risks Related to the Operation of our Business

We have a history of losses and may not achieve or maintain profitability in the future.

Our net losses were $9.7 million and $15.2 million for the years ended December 31, 2020 and 2019, respectively and $12.1 million and $7.4 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, we had an accumulated deficit of $72.2 million. We may continue to incur net losses in the future. We will need to generate and sustain significant revenue for our business generally in future periods in order to achieve and maintain profitability. We also expect general and administrative expenses to increase to meet the increased compliance and other requirements associated with operating as a public company and evolving regulatory requirements.

Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue sufficiently to offset our higher operating expenses. We may continue to incur losses, and we may not achieve or maintain future profitability due to a number of reasons, including the risks described in this proxy statement/prospectus, unforeseen expenses, difficulties, complications and delays, and other unknown events. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from expanding our operations, this could make it difficult for you to evaluate our current business and our future prospects and have a material adverse effect on our business, financial condition and results of operations.

We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed. Some of our current and potential competitors have longer operating histories, particularly with respect to our financial services business, significantly greater financial, technical, marketing and other resources and a larger customer base than we do.

We expect our competition to continue to increase. In addition to established enterprises and global banks, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing, and other resources and a larger customer base than we do. Any of these advantages would allow competitors to potentially offer more competitive pricing or other terms or features, a broader range of investment and financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in customer preferences, among other items. Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services, which could attract new customers away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to

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increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our revenues, market share or ability to capitalize on new market opportunities.

Our customers may encounter difficulties with investing through our platform, and face risks including those related to a lack of information available about private companies, liquidity concerns and potential transfer or sale restrictions with respect to securities offered on our platform.

Institutions and individual investors face significant risk when buying securities on our Market, which may make our product offerings generally less attractive. These risks include the following:

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private companies may exercise their right of first refusal over the securities or otherwise prohibit the transfer of the securities, and therefore certain securities on our platform may not be available to certain investors;

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private companies are not required to make periodic public filings, and therefore certain capitalization, operational and financial information may not be available for evaluation;

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an investment may only be appropriate for investors with a long-term investment horizon and a capacity to absorb a loss of some or all of their investment;

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the securities, when purchased, are generally highly illiquid, are often subject to further transfer restrictions, and no public market exists for such securities;

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post-IPO transfer restrictions, including lock-up restrictions, may ultimately limit the ability to sell the securities on the open market; and

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transactions may fail to settle, which could harm our reputation.

We have been or are involved in, and may in the future become involved in, disputes or litigation matters between customers with respect to failed transactions on our platform (such as in the event of delayed delivery or a failure to deliver securities).

We have been or are involved in, and may in the future become involved in, disputes and litigation matters between customers with respect to transactions on our platform. The high notional value of transactions on our platform makes us a target for clients to engage in lawsuits between one another and/or with us. There is a risk that clients may increasingly look to Forge to make them whole for delayed and/or broken trades. Customers may litigate over a failure of sellers to deliver securities or over the untimely deliveries of securities. Any litigation to which we are a party could be expensive and time consuming, regardless of the ultimate outcome, and the potential costs and risks of such litigation may incentivize us to settle.

Additionally, we may agree to forego commissions in a failed settlement situation even if we aren’t at fault or do not have an obligation to do so for customer relations or other reasons. If we reduce or forego commissions on behalf of clients, it would lead to a reduction in profits.

There is no assurance that our revenue and business models will be successful.

The majority of our revenue is derived from commissions earned on securities-based transactions, or Placement Fees. We maintain a comprehensive trading platform which generates revenue through our Markets offering by volume-based fees sourced from institutions, individual investors and shareholders. The Company also generates revenues through its Forge Trust offering with account fees, cash management fees and partnership fees through custodial offerings, or Custodial Management Fees for all Forge customers and also recently through its Forge Data and Forge Company Solutions services.

With respect to Placement Fees, a decline in the price of securities transactions brokered by us, or a decline in the financial markets generally, or a decline in fee rates could negatively impact our revenue and overall financial position. Additionally, if we fail to acquire and retain new institutions, individual investors and shareholders, or fail to do so in a cost-effective manner, we may be unable to increase revenue and achieve profitability for our Markets and Trusts offerings.

Additionally, our Forge Data and Forge Company Solutions offerings are nascent and unproven. These offerings may not gain market acceptance or prove to be profitable.

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We are continually refining our revenue and business model, which is premised on creating a virtuous cycle for our clients to engage in more products across our platform. We promote our Forge Services, Data Services and Forge Company Solutions product offerings to the institutions, individual investors and shareholders who initially partake in our markets offering. There is no assurance that these efforts will be successful or that we will generate revenues commensurate with our efforts and expectations, or become profitable. We may be forced to make significant changes to our revenue and business model to compete with our competitors’ offerings, and even if such changes are undertaken, there is no guarantee that they will be successful. Additionally, we will likely be required to hire, train and integrate qualified personnel to meet and further our business objectives, and our ability to successfully do so is uncertain.

If we are unable to develop new solutions or adapt to technological changes, our revenue may not grow as expected.

We operate in a dynamic industry characterized by rapidly evolving technology, frequent product introductions, and competition based on pricing and other differentiators. Our scalability could be contingent on us successfully building a mobile app for our services, which may be expensive and time consuming, and the success of which is not guaranteed. In addition, we may increasingly rely on technological innovation as we introduce new types of products, expand our current products into new markets, and continue to streamline our platform. The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior experience, demand for our products may decrease and our growth and operations may be harmed.

Our projections and key performance metrics are subject to significant risks, assumptions, estimates, judgments and uncertainties. As a result, our financial and operating results may differ materially from our expectations.

We operate in a competitive industry, and our projections and calculations of key operating metrics are subject to the risks and assumptions made by management with respect to our industry. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition we face, as well as our ability to attract and retain customers while generating sustained revenues through our services. We may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. Any of these factors could cause our operating results in a given quarter to be higher or lower than expected, which makes creating accurate forecasts and budgets challenging. As a result, we may fall materially short of our forecasts and expectations, including with respect to our key operating metrics, which could cause our stock price to decline and investors to lose confidence in us and our business, financial condition, and results of operations could be materially and adversely affected.

Our estimates regarding the size of our addressable market may prove to be inaccurate.

It may be difficult to accurately estimate the size of the private markets and predict with certainty the rate at which the market for our products will grow, if at all. If there is a trend away from late stage private companies allowing secondary trading, either influenced by our business or otherwise, this would tend to reduce the addressable market available to capture revenue for Forge Markets.

While our market size estimate was made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future growth may be less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

If we fail to effectively manage any future growth, our business, operating results, and financial condition could be adversely affected.

We have and expect to continue to experience significant growth, particularly following the SharesPost acquisition, and intend to continue to significantly expand our operations, including our employee headcount. This growth has placed, and will continue to place, significant demands on our management and operational and financial infrastructure.

In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the financial services market, evolving fraud and information security landscape, and regulatory developments relating to existing and projected business activities. Our future growth will depend, among other things, on our ability to maintain an operating platform and management system apt to address such growth, and will require us to incur significant additional expenses, expand our workforce and commit additional senior management and operational resources.

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To manage our growth effectively, we must continue to improve our operational, financial, and management systems and controls by, among other things:

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effectively attracting, training, integrating, and retaining a large number of new employees;

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further improving our key business systems, processes, and information technology infrastructure, including our and third-party services, to support our business needs;

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enhancing our information, training, and communication systems to ensure that our employees are well-coordinated and can effectively communicate with each other and our customers; and

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improving our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our operational and financial results.

If we fail to manage our expansion, implement improvements, or maintain effective internal controls and procedures, our costs and expenses may increase more than we plan and we may lose the ability to develop new solutions, satisfy our customers, respond to competitive pressures, or otherwise execute our business plan. If we are unable to manage our growth, our business, financial condition, and results of operations could be materially and adversely affected.

We may require additional capital to satisfy our liquidity needs and support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, and may be delayed or prohibited by applicable regulations.

Maintaining adequate liquidity is crucial to our securities brokerage business operations, including key functions such as transaction settlement and custody requirements. We meet our liquidity needs primarily from working capital and cash generated by customer activity, as well as from external equity financing. Increases in the number of customers, fluctuations in customer cash or deposit balances, as well as market conditions or changes in regulatory treatment of customer deposits, may affect our ability to meet our liquidity needs. Our broker-dealer subsidiary, Forge Securities, LLC (“Forge Securities”), is subject to Rule 15c3-1 under the Exchange Act (the “Uniform Net Capital Rule”), which specifies minimum capital requirements intended to ensure the general financial soundness and liquidity of broker-dealers, and Forge Securities is subject to Rule 15c3-3 under the Exchange Act, which requires broker-dealers to maintain certain liquidity reserves. Additionally, our trust company subsidiary, Forge Trust, is subject to minimum capital requirements of the State of South Dakota, in which it is chartered.

A reduction in our liquidity position could reduce our customers’ confidence in us, which could result in the withdrawal of customer assets and loss of customers, or could cause us to fail to satisfy broker-dealer or other regulatory capital guidelines, which may result in immediate suspension of securities activities, regulatory prohibitions against certain business practices, increased regulatory inquiries and reporting requirements, increased costs, fines, penalties or other sanctions, including suspension or expulsion by the SEC, FINRA or other SROs or state regulators, and could ultimately lead to the liquidation of our broker-dealers or other regulated entities.

In addition to requiring liquidity for our securities brokerage business and our other regulated businesses, we may also require additional capital to continue to support the growth of our business and respond to competitive challenges, including the need to promote our products and services, develop new products and services, enhance our existing products, services and operating infrastructure, and acquire and invest in complementary companies, businesses and technologies.

When available cash is not sufficient for our liquidity and growth needs, we may need to engage in equity or debt financings to secure additional funds. There can be no assurance that such additional funding will be available on terms attractive to us, or at all, and our inability to obtain additional funding when needed could have an adverse effect on our business, financial condition and results of operations. If additional funds are raised through the issuance of equity or convertible debt securities, our stockholders could suffer significant dilution, and any new shares we issue in connection therewith could have rights, preferences and privileges superior to those of our current stockholders. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue future business opportunities.

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We have in the past consummated and, from time to time we may evaluate and potentially consummate, acquisitions, which could require significant management attention, result in additional dilution to our stockholders, increase expenses and disrupt our business and adversely affect our financial results.

Our success will depend, in part, on our ability to expand our business. In some circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete or integrate acquisitions. The risks we face in connection with acquisitions include:

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

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coordination of technology, product development, risk management and sales and marketing functions;

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retention of employees from the acquired company, and retention of our employees who were attracted to us because of our smaller size or for other reasons;

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cultural challenges associated with integrating employees from the acquired company into our organization;

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integration of the acquired company’s accounting, management information, human resources and other administrative systems;

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the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, information security safeguards, procedures and policies;

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potential write-offs or impairments of intangible assets or other assets acquired in the acquisition;

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liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

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litigation or other claims in connection with the acquired company, including claims from terminated employees, subscribers, former shareholders or other third parties; and

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geographic expansion that may expose our business to known and unknown regulatory compliance risks including elevated risk factors for tax compliance, money laundering controls, and supervisory controls oversight.

Our failure to address these risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business, generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, regulatory obligations to further capitalize our business, and goodwill and intangible asset impairments, any of which could harm our financial condition and negatively impact our shareholders. To the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.

The long-term impact of the COVID-19 pandemic on our business, financial condition and results of operations is uncertain.

The COVID-19 pandemic and the various measures instituted by governments and businesses to mitigate its spread, including travel restrictions, stay-at-home orders and quarantine restrictions, could adversely impact our customers, employees and business partners, and continue to disrupt our operations, including as the pandemic contributes to a general slowdown in the global economy. The COVID-19 pandemic has resulted, in part, in inefficiencies or delays in our business, operational challenges, additional costs related to business continuity initiatives as our workforce has transitioned to remote working and increased vulnerability to cybersecurity attacks or other privacy or data security incidents. The extent of the impact of COVID-19 on our business, financial condition and results of operations will depend largely on future developments, including the duration of the pandemic, actions taken to contain COVID-19 or address its impact, the ability to reintegrate our workforce or of our workforce to adapt to the long-term distributed workforce model (with some employees part- or full-time remote, and others not) we expect to adopt, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. Even after the COVID-19 outbreak has subsided, we may continue to experience adverse impacts to our business as a result of the global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that

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has occurred or may occur in the future. A sustained or prolonged COVID-19 pandemic or a resurgence, such as the new Omicron variant, could exacerbate the factors described above and intensify the impact on our business, financial condition and results of operations.

If we fail to attract new customers, or fail to do so in a cost-effective manner, our business may be harmed.

Our continued business and revenue growth is dependent on our ability to attract new customers, retain existing customers increase the amount that our customers use our products, and we cannot be sure that we will be successful in these efforts. As we expand our business operations and enter new markets, new challenges in attracting and retaining customers will arise that we may not successfully address. Our success, and our ability to increase revenues and operate profitably, depends in part on our ability to cost-effectively acquire new customers, to retain existing customers and to keep existing customers engaged so that they continue to use our products and services.

Our business depends on our trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations.

We believe we are developing a trusted brand that has contributed to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and expanding our base of customers. Maintaining, promoting and positioning our brand and reputation will depend on our ability to continue to provide useful, reliable, secure, and innovative products and services; to maintain trust and remain a financial services leader; and to provide a consistent, high-quality customer experience.

We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect our brand. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, our business could be materially and adversely harmed.

Harm to our brand can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality, inadequate protection or misuse of personally identifiable information, compliance failures and claims, regulatory inquiries and enforcement, rumors, litigation and other claims, misconduct by our partners, employees or other counterparties, and actual or perceived failure to adequately address the environmental, social, and governance expectations of our various stakeholders, any of which could lead to a tarnished reputation and loss of customers. We may in the future be the target of incomplete, inaccurate, and misleading or false statements about our company and our business that could damage our brand and deter customers from adopting our services. Any negative publicity about our industry or our company, the quality and reliability of our products and services, our compliance and risk management processes, changes to our products and services, our privacy, data protection, and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain a strong and trusted brand, our business, financial condition, and results of operations could be materially and adversely affected.

We conduct our brokerage and other business operations through subsidiaries and may in the future rely on dividends from our subsidiaries for a substantial amount of our cash flows.

We may in the future depend on dividends, distributions and other payments from our subsidiaries to fund payments on our obligations, including any debt obligations we may incur. Regulatory and other legal restrictions may limit our ability to transfer funds to or from certain subsidiaries, including Forge Securities, LLC. In addition, certain of our subsidiaries are subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that prohibit such transfers altogether in certain circumstances. These laws and regulations may hinder our ability to access funds that we may need to make payments on our obligations, including any debt obligations we may incur and otherwise conduct our business by, among other things, reducing our liquidity in the form of corporate cash. In addition to negatively affecting our business, a significant decrease in our liquidity could also reduce investor confidence in us. Certain rules and regulations of the SEC and FINRA may limit the extent to which our broker-dealer subsidiary may distribute capital to us. For example, under SEC rules applicable to Forge Securities, a dividend in excess of

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30% of a member firm’s excess net capital may not be paid without Forge Securities providing prior written notice. Compliance with these rules may impede our ability to receive dividends, distributions and other payments from Forge Securities.

Fluctuations in interest rates could impact our business.

Fluctuations in interest rates may adversely impact our customers’ general spending levels and risk appetite and ability and willingness to invest through our platform. Additionally, some of our services, such as our Trust Services, are affected by interest rate changes. Low interest rates directly reduce our ability to earn cash administration fees from our Trust Services, which would adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Our business and reputation may be harmed by changes in business, economic or political conditions that impact global financial markets, or by a systemic market event.

As a financial services company, our business, results of operations and reputation are directly affected by elements beyond our control, such as economic and political conditions, changes in the volatility in financial markets (including volatility as a result of the COVID-19 pandemic), significant increases in the volatility or trading volume of particular securities, broad trends in business and finance, changes in volume of securities trading generally, changes in the markets in which such transactions occur and changes in how such transactions are processed. These elements can arise suddenly and the full impact of such conditions can remain uncertain. A prolonged weakness in equity markets, such as a slowdown causing reduction in trading volume in securities, derivatives or cryptocurrency markets, may result in reduced revenues and would have an adverse effect on our business, financial condition and results of operations. Significant downturns in the securities markets or in general economic and political conditions may also cause individuals to be reluctant to make their own investment decisions and thus decrease the demand for our products and services and could also result in our customers reducing their engagement with our platform. Conversely, significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products and services. Any of these changes could cause our future performance to be uncertain or unpredictable, and could have an adverse effect on our business, financial condition and results of operations.

In addition, some market participants could be overleveraged. In case of sudden, large price movements, such market participants may not be able to meet their obligations to their respective brokers who, in turn, may not be able to meet their obligations to their counterparties. As a result, the financial system or a portion thereof could suffer, and the impact of such an event could have an adverse effect on our business, financial condition and results of operations.

In addition, a prolonged weakness in the U.S. equity markets or a general economic downturn could cause our customers to incur losses, which in turn could cause our brand and reputation to suffer. If our reputation is harmed, the willingness of our existing customers, and potential new customers, to do business with us could be negatively impacted, which would adversely affect our business, financial condition and results of operations.

We are also monitoring developments related to the decision by the U.K. to leave the European Union (EU) on January 31, 2020 (“Brexit”) following the end of the transition period on December 31, 2020. On December 24, 2020, the U.K. and the EU agreed to enter into the EU-U.K. Trade and Cooperation Agreement, which negotiated some of the key aspects of the U.K. and EU post-Brexit relationship. Brexit and the EU-U.K. Trade and Cooperation Agreement could have implications for our U.K. subsidiary and could lead to economic and legal uncertainty, including significant volatility in global stock markets and currency exchange rates, and increasingly divergent laws, regulations and licensing requirements for any operations we conduct or may conduct in the U.K. or EU in the future as the U.K. determines which EU laws to replace or replicate. Any of these effects of Brexit, among others, could adversely affect our operations and financial results.

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Any failure by us to maintain effective internal controls over financial reporting could have an adverse effect on our business, financial condition and results of operations.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to develop and refine our internal control over financial reporting. Some members of our management team have limited or no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies, and we have limited accounting and financial reporting personnel and other resources with which to address our internal controls and related procedures. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of our internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures or internal control over financial reporting could also cause investors to lose confidence in the accuracy and completeness of our reported financial and other information, which would likely have a negative effect on the trading price of our shares. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE. As a private company, we are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second Annual Report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of (1) our second Annual Report on Form 10-K or (2) the Annual Report on Form 10-K for the first year we no longer qualify as an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business and could cause a decline in the trading price of our shares. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources. These events could have a material and adverse effect on our business, results of operations, financial condition and prospects.

If our goodwill, or other intangible assets, or fixed assets become impaired, we may be required to record a charge to our earnings.

We are required to test goodwill for impairment at least annually or earlier if events or changes in circumstances indicate the carrying value may not be recoverable. As of September 30, 2021, we had recorded a total of approximately $139 million of goodwill and other intangible assets. An adverse change in domestic or global market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates made in connection with the impairment testing of goodwill or intangible assets,

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could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or other intangible assets. Any such material charges may have a negative impact on our operating results or financial condition.

Regulatory, Tax and Legal Risks

Our business is subject to extensive laws and regulations promulgated by U.S. state, U.S. federal and non-U.S. laws, including those applicable to broker dealers, investment advisers and alternative trading systems, including regulation by the SEC and FINRA in the jurisdictions in which we operate. Compliance with laws and regulations require significant expense and devotion of resources, which may adversely affect our ability to operate profitably.

We offer investment management services through Forge Global Advisors, an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which is subject to regulation by the SEC. Forge Securities is an affiliated registered broker-dealer and FINRA member.

Investment advisers are subject to the anti-fraud provisions of the Advisers Act and to fiduciary duties derived from these provisions, which apply to our relationships with the funds we manage. These provisions and duties impose restrictions and obligations on us with respect to our dealings with our customers, fund investors and our investments, including for example restrictions on transactions with our affiliates. Our investment adviser is subject to periodic SEC examinations. Our investment adviser is also subject to other requirements under the Advisers Act and related regulations primarily intended to benefit advisory customers. These additional requirements relate to matters including maintaining effective and comprehensive compliance programs, record-keeping and reporting and disclosure requirements. The Advisers Act generally grants the SEC broad administrative powers, including the power to limit or restrict an investment adviser from conducting advisory activities in the event it fails to comply with federal securities laws. Additional sanctions that may be imposed for failure to comply with applicable requirements include the prohibition of individuals from associating with an investment adviser, the revocation of registrations and other censures and fines. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing customers or fail to gain new customers.

Our subsidiary, Forge Securities, is a registered broker-dealer and FINRA member and operates an alternative trading system (“ATS”) which files reports with the SEC. The securities industry is highly regulated, including under federal, state and other applicable laws, rules, and regulations, and we may be adversely affected by regulatory changes related to suitability of financial products, supervision, sales practices, advertising, private placements, application of fiduciary standards, best execution, and market structure, any of which could limit our business and damage our reputation. FINRA has adopted extensive regulatory requirements relating to sales practices, advertising, registration of personnel, compliance and supervision, and compensation and disclosure, to which Forge Securities and its personnel are subject. FINRA and the SEC also have the authority to conduct periodic examinations of Forge Securities, and may also conduct administrative proceedings. See “Information About Forge — The State of Regulation — ”. Additionally, material expansions of the business in which Forge Securities engages are subject to approval by FINRA. This could delay, or even prevent, the firm’s ability to expand its securities and brokerage offerings in the future.

We are subject to extensive, complex and evolving laws, rules and regulations, which are subject to change and which are interpreted and enforced by various federal, state and local government authorities and self-regulatory organizations. The ultimate impact of these laws and regulations remains uncertain, but may adversely affect our ability to operate profitably.

We are subject to various federal, state and local regulatory regimes. The principal policy objectives of these regulatory regimes are to protect borrowers, investors, and other financial services customers and to prevent fraud, money laundering, and terrorist financing. Laws and regulations, among other things, impose licensing and qualifications requirements; require various disclosures and consents; mandate or prohibit certain terms and conditions for various financial products; prohibit discrimination based on certain prohibited bases; prohibit unfair, deceptive, or abusive acts or practices; require us to submit to examinations by federal, state and local regulatory regimes; and require us to maintain various policies, procedures and internal controls, including in some cases, internal information barriers. There is a risk that our affiliated entities will not maintain proper information barriers if we fail to develop and enforce appropriate policies and procedures regarding information barriers between entities. The introduction of new laws and regulations related to our businesses, and changes in the enforcement of existing laws and regulations, could have a negative impact on our results and ability to operate. For example, Forge Trust, a South Dakota non-depository trust company and one of our wholly owned subsidiaries, is authorized to act as a custodian of self-directed individual retirement accounts. The United States Congress has recently proposed draft legislation that would significantly limit the types of investments and amounts that may be held in individual retirement accounts which, if enacted as proposed or substantially similar form, could negatively impact our current and

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future Forge Trust account holders and have an adverse effect on our Forge Trust custody business, which may in turn have an adverse effect on our consolidated financial condition and results of operations.

We are subject to overview by multiple regulators. Forge Trust is subject to periodic regulatory examinations and inspections by the South Dakota Division of Banking. Additionally, SharesPost Securities LLC, a California licensed lender and one of our wholly owned subsidiaries, is subject to periodic regulatory examinations and inspections by the California Division of Financial Protection and Innovation.

Monitoring and complying with all applicable laws, regulations and regulators can be difficult and costly. Failure to comply with any of these requirements may result in, among other things, enforcement action by governmental authorities, lawsuits, monetary damages, fines or monetary penalties, restitution or other payments to investors, modifications to business practices, revocation of required licenses or registrations, voiding of loan contracts and reputational harm, all of which could materially harm our results of operations

The regulatory requirements to which we are subject result in substantial compliance costs, and our business would be adversely affected if any applicable authorities determine we are not in compliance with those requirements.

We must comply with state licensing requirements and varying compliance requirements in all the states in which we operate and the District of Columbia. In addition, we rely on certain exemptions from licensing requirements in other jurisdictions where we conduct business. Changes in licensing and registration laws may result in increased disclosure requirements, increased fees, or may impose other conditions to licensing or registrations that we or our personnel are unable to meet. In most states and jurisdictions in which we operate, a regulatory agency or agencies regulate and enforce laws relating to loan servicers, brokers, and originators, collection agencies, and money services businesses. We are subject to periodic examinations by state and other regulators in the jurisdictions in which we conduct business, which can result in increases in our administrative costs and refunds to borrowers of certain fees earned by us, and we may be required to pay substantial and material penalties imposed by those regulators due to compliance errors, including any failures to properly register for applicable licenses or registrations, or we may lose our license or our ability to do business in the jurisdiction otherwise may be impaired. Fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions.

We may not be able to acquire or maintain all requisite licenses, registrations and permits. If we change or expand our business activities, we may be required to obtain additional licenses before we can engage in those activities. When we apply for a new license, the applicable regulator may determine that we were required to do so at an earlier point in time, and as a result, may impose substantial and material penalties or refuse to issue the license, which could require us to modify or limit our activities in the relevant jurisdiction.

In addition, the jurisdictions that currently do not provide extensive regulation of our business may later choose to do so, and if such jurisdictions so act, we may not be able to obtain or acquire or maintain all requisite licenses, registrations and permits, which could require us to modify or limit our activities in the relevant jurisdictions. The failure to satisfy those and other regulatory requirements could have a material adverse effect on our business, financial condition and results of operations.

We have expanded and may continue to expand into international markets, which expose us to significant new risks, and our international expansion efforts may not be successful.

We operate and serve investors in foreign jurisdictions, and our business is subject to the laws and requirements of each jurisdiction in which we operate. Issuers, buyers and sellers from over sixty jurisdictions use our platform. The majority of our revenues are derived from transactions involving U.S. issuers. Our operations are located in the United States. We have a local branch office in Hong Kong. Our subsidiary, SharesPost Asia Pte Ltd., holds a Recognized Market Operator license with the Monetary Authority of Singapore; however, it currently does not engage in any business activities. There is risk that local regulators may determine we are not in compliance with applicable local laws and regulations. In such cases, we may be subject to material fines and penalties, and may need to materially modify, limit, or cease operations in that jurisdiction. In addition, if we change or expand our business activities, we may be required to obtain additional licenses or registrations before we can engage in those activities in each jurisdiction, which could cause us to incur substantial compliance costs. If we apply for a new license or registration, a regulator may determine that we were required to do so at an earlier point in time, and as a result, may impose penalties or refuse to issue the license, which could require us to materially modify, limit, or cease our activities in the relevant jurisdiction. We may be required to pay substantial penalties imposed by those regulators due to compliance errors, or we may lose our license or our ability to do business in the jurisdiction otherwise may be impaired. Fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions. This could be detrimental to our business, resulting in lost revenue, fines, or other adverse

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consequences. In addition, the jurisdictions that currently do not provide extensive regulation of our business may later choose to do so, and if such jurisdictions so act, we could incur substantial compliance costs and may not be able to obtain or maintain all requisite licenses and permits, which could require us to modify, limit, or cease our activities in the relevant jurisdiction or jurisdictions.

In addition to regulatory risks, there are significant risks and costs inherent in doing business in international markets, including:

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difficulty establishing and managing international operations and the increased operations, travel, infrastructure and legal and compliance costs associated with locations in different countries or regions;

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difficulties or delays in obtaining and/or maintaining the regulatory permissions, authorizations, licenses or consents that may be required to offer certain products in one or more international markets;

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difficulties in managing multiple regulatory relationships across different jurisdictions on complex legal and regulatory matters;

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difficulties in identifying and obtaining appropriate local foreign counsel in the jurisdictions in which we operate or plan to operate;

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if we were to engage in any merger or acquisition activity internationally, this is complex and would be new for us and subject to additional regulatory scrutiny;

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the need to vary products, pricing and margins to effectively compete in international markets;

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the need to adapt and localize products for specific countries, including obtaining rights to third-party intellectual property used in each country;

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increased competition from local providers of similar products and services;

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the challenge of positioning our products and services to meet a demand in the local market;

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the ability to obtain, maintain, protect, defend and enforce intellectual property rights abroad;

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the need to offer customer support and other aspects of our offering (including websites, articles, blog posts and customer support documentation) in various languages;

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compliance with anti-bribery laws and the potential for increased complexity due to the requirements on us as a group to follow multiple rule sets;

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complexity and other risks associated with current and future legal requirements in other countries, including laws, rules, regulations and other legal requirements related to cybersecurity and data privacy frameworks and labor and employment laws;

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the need to enter into new business partnerships with third-party service providers in order to provide products and services in the local market, which we may rely upon to be able to provide such products and services or to meet certain regulatory obligations;

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varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service provider costs and differences in technology service delivery in different countries;

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fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars;

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taxation of our international earnings and potentially adverse tax consequences due to requirements of or changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and

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political or social unrest or economic instability in a specific country or region in which we operate.

We have limited experience with international regulatory environments and market practices, and we may not be able to penetrate or successfully operate in the markets we choose to enter. In addition, we may incur significant expenses as a result of our international expansion, and we may not be successful. We also may fail to sufficiently adapt our offerings in terms of language, culture, issuer operations, shareholder behaviors, investor preferences or otherwise, which would limit or prevent our success in entering new markets.

We have in the past, and will continue to be, subject to inquiries, exams, investigations or enforcement matters, any of which could have an adverse effect on our business.

The financial services industry is subject to extensive regulation under federal, state, and applicable international laws. From time to time, we have been threatened with or named as a defendant in lawsuits, arbitrations and/or administrative claims involving securities, consumer financial services and other matters. We are also subject to periodic regulatory examinations and inspections. Compliance and trading problems or other deficiencies or weaknesses that are reported to regulators, such as the SEC, FINRA, the CFPB, or state regulators, by dissatisfied customers or others, or that are identified by regulators themselves, are investigated by such regulators, and may, if pursued, result in formal claims being filed against us by customers or disciplinary action being taken against us or our employees by regulators or enforcement agencies. See “Information About Forge — Legal Proceedings”. To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us. We expect to continue to incur costs to comply with governmental regulations. Any such claims or disciplinary actions that are decided against us could have a material impact on our financial results.

Employee misconduct, including insider trading violations (given the nature of our business), can be difficult to detect and deter, and could harm our reputation and subject us to significant legal liability. We cannot ensure that all of our employees and agents will comply with our internal policies and procedures and applicable law, including anti-corruption, anti-bribery and similar laws. We may ultimately be held responsible for any such non-compliance.

We operate in an industry in which integrity and the confidence of our customers is of critical importance. We are subject to risks of errors and misconduct by our employees that could adversely affect our business, including:

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engaging in misrepresentation or fraudulent activities when marketing or performing brokerage and other services to our customers;

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improperly using or disclosing confidential information of our customers or other parties;

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concealing unauthorized or unsuccessful activities; or

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otherwise not complying with applicable laws and regulations or our internal policies or procedures, including those related to insider trading.

There have been numerous highly-publicized cases of fraud and other misconduct by financial services industry employees. The precautions that we take to detect and deter employee misconduct might not be effective. If any of our employees engage in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, member relationships, and our ability to attract new customers. We also could become subject to regulatory sanctions and significant legal liability, which could cause serious harm to our financial condition, reputation, member relationships and prospects of attracting additional customers.

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We may become subject to examinations, regulatory enforcement or litigation as a result of our failure to comply with applicable laws and regulations, even if noncompliance was inadvertent.

We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to ensure compliance in place at the time.

Litigation, regulatory actions, and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, changes to our business model, and requirements resulting in increased expenses.

Our business is subject to increased risks of litigation and regulatory actions as a result of a number of factors and from various sources, including as a result of the highly regulated nature of the financial services industry and the focus of state and federal enforcement agencies on the financial services industry.

From time to time, we are also involved in, or the subject of, reviews, requests for information, investigations and proceedings (both formal and informal) by state and federal governmental agencies and self-regulatory organizations, regarding our business activities and our qualifications to conduct our business in certain jurisdictions, which could subject us to significant fines, penalties, obligations to change our business practices and other requirements resulting in increased expenses and diminished earnings. Our involvement in any such matter also could cause significant harm to our reputation and divert management attention from the operation of our business, even if the matters are ultimately determined in our favor. Moreover, any settlement, or any consent order or adverse judgment in connection with any formal or informal proceeding or investigation by a government agency, may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent reviews of the same activities.

The current regulatory environment, increased regulatory compliance efforts and enhanced regulatory enforcement have resulted in significant operational and compliance costs and may prevent us from providing certain products and services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how we conduct our business and, in turn, have a material adverse effect on our business. In particular, legal proceedings brought under state consumer protection statutes or under several of the various federal consumer financial services statutes may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages substantially in excess of the amounts we earned from the underlying activities.

Our compliance and risk management policies and procedures as a regulated financial services company may not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of risk.

As a financial services company operating in the securities industry, among others, our business exposes us to a number of heightened risks. We have devoted significant resources to develop our compliance and risk management policies and procedures and will continue to do so, but there can be no assurance these are sufficient, especially as our business is growing and evolving. Nonetheless, our limited operating history, evolving business and growth make it difficult to predict all of the risks and challenges we may encounter and may increase the risk that our policies and procedures to identify, monitor and manage compliance risks may not be fully effective in mitigating our exposure in all market environments or against all types of risk. Insurance and other traditional risk-shifting tools may be held by or available to us in order to manage certain exposures, but they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency. Any failure to maintain effective compliance and other risk management strategies could have an adverse effect on our business, financial condition and results of operations. We are also exposed to heightened regulatory risk because our business is subject to extensive regulation and oversight in a variety of areas, and such regulations are subject to evolving interpretations and application and it can be difficult to predict how they may be applied to our business, particularly as we introduce new products and services and expand into new jurisdictions. Any perceived or actual breach of laws and regulations could negatively impact our business, financial condition or results of operations.

We are subject to stringent laws, rules, regulations, policies, industry standards and contractual obligations regarding data privacy and security and may be subject to additional related laws and regulations in jurisdictions into which we expand. Many of these laws and regulations are subject to change and reinterpretation and could result in claims, changes to our business practices, monetary penalties, increased cost of operations or other harm to our business.

We are subject to a variety of federal, state, local, and non-U.S. laws, directives, rules, policies, industry standards and regulations, as well as contractual obligations, relating to privacy and the collection, protection, use, retention, security, disclosure,

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transfer and other processing of personal data and other data, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), Section 5(c) of the Federal Trade Commission Act and the CCPA. The regulatory framework for data privacy and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. New laws, amendments to or reinterpretations of existing laws, regulations, standards and other obligations may require us to incur additional costs and restrict our business operations, and may require us to change how we use, collect, store, transfer or otherwise process certain types of personal data and to implement new processes to comply with those laws and our customers’ exercise of their rights thereunder.

In the U.S., federal law, such as the GLBA and its implementing regulations, restricts certain collection, processing, storage, use and disclosure of personal data, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information. These rules also impose requirements for the safeguarding and proper destruction of personal data through the issuance of data security standards or guidelines. The U.S. government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection, use and other processing of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. There is also a risk of enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies. In addition, privacy advocates and industry groups have proposed and may propose new and different self-regulatory standards that either legally or contractually apply to us. If we fail to follow these security standards, even if no customer information is compromised, we may incur significant fines or experience a significant increase in costs.

Numerous states have enacted or are in the process of enacting state-level data privacy laws and regulations governing the collection, use, and other processing of state residents’ personal data. For example, the CCPA, which took effect on January 1, 2020, established a new privacy framework for covered businesses such as ours, and may require us to modify our data processing practices and policies and incur compliance related costs and expenses. The CCPA provides new and enhanced data privacy rights to California residents, such as affording California residents the right to access and delete their information and to opt out of certain sharing and sales of personal information. The law also prohibits covered businesses from discriminating against California residents (for example, charging more for services) for exercising any of their CCPA rights. The CCPA imposes severe civil penalties and statutory damages as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. However, it remains unclear how various provisions of the CCPA will be interpreted and enforced. In November 2020, California voters passed the California Privacy Rights Act of 2020 (“CPRA”). Effective in most material respects starting on January 1, 2023, the CPRA will impose additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding the CCPA with additional data privacy compliance requirements that may impact our business. The CPRA also establishes a regulatory agency dedicated to enforcing the CCPA and the CPRA. The effects of the CPRA, the CCPA, other similar state or federal laws and other future changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, are significant and may require us to modify our data processing practices and policies and could greatly increase the cost of providing our offerings, require significant changes to our operations or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future or incur potential liability in an effort to comply with such legislation.

The CPRA and the CCPA may lead other states to pass comparable legislation, with potentially greater penalties and more rigorous compliance requirements relevant to our business. For example, many state legislatures have adopted legislation that regulates how businesses operate online, including measures relating to privacy, data security, data breaches and the protection of sensitive and personal information. Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been disclosed as a result of a data breach. The laws are not consistent, as certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. Compliance in the event of a widespread data breach may be costly.

The NYDFS also issued Cybersecurity Requirements for Financial Services Companies, which took effect in 2017, and which require banks, insurance companies and other financial services institutions regulated by the NYDFS, including Forge Securities LLC, to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry. The cybersecurity regulation adds specific requirements for these institutions’ cybersecurity compliance programs and imposes an obligation to conduct ongoing, comprehensive risk assessments. Further, on an annual basis, each institution is required to submit a certification of compliance with these requirements. We have in the past and may in the future be subject to investigations and examinations by the NYDFS regarding, among other things, our cybersecurity practices.

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Additionally, we are subject to the General Data Protection Regulation (“GDPR”), which imposes additional obligations and risk upon our business, including substantial expenses and changes to business operations that are required to comply with the GDPR. Further, following the withdrawal of the United Kingdom from the European Union, we are required to comply separately with the GDPR as implemented in the United Kingdom, which may lead to additional compliance costs and could increase our overall risk.

We make public statements about our use, collection, disclosure and other processing of personal data through our privacy policies, information provided on our website and press statements. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. Any failure or perceived failure by us or our third-party service providers to comply with our posted privacy policies or with any applicable federal, state or similar foreign laws, rules, regulations, industry standards, policies, certifications or orders relating to data privacy and security, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal data or other customer data, could result in significant awards, fines, civil and/or criminal penalties or judgments, proceedings or litigation by governmental agencies or customers, including class action privacy litigation in certain jurisdictions and negative publicity and reputational harm, one or all of which could have an adverse effect on our reputation, business, financial condition and results of operations.

We collect, store, share, disclose, transfer, use and otherwise process customer information and other data, including personal data, and an actual or perceived failure by us or our third-party service providers to protect such information and data or respect customers’ privacy could damage our reputation and brand, negatively affect our ability to retain customers and harm our business, financial condition, operating results, cash flows and prospects.

The operation of our platform involves the use, collection, storage, sharing, disclosure, transfer and other processing of customer information, including personal data, and security breaches and other security incidents could expose us to a risk of loss or exposure of this information, which could result in potential liability, investigations, regulatory fines, penalties for violation of applicable laws or regulations, litigation, and remediation costs, as well as reputational harm. Any or all of the issues above could adversely affect our ability to attract new customers and continue our relationship with existing customers, cause our customers to stop using our products and services, result in negative publicity or subject us to governmental, regulatory or third-party lawsuits, disputes, investigations, orders, regulatory fines, penalties for violation of applicable laws or regulations or other actions or liability, thereby harming our business, financial condition, operating results, cash flows, and prospects. Any accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of data, including personal data, cybersecurity breach or other security incident that we, our customers or our third-party service providers experience or the perception that one has occurred or may occur, could harm our reputation, reduce the demand for our products and services and disrupt normal business operations. In addition, it may require us to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and modifying or enhancing our protection technologies, investigating, remediating or correcting the breach and any security vulnerabilities, defending against and resolving legal and regulatory claims, and preventing future security breaches and incidents, all of which could expose us to uninsured liability, increase our risk of regulatory scrutiny, expose us to legal liabilities, including litigation, regulatory enforcement, indemnity obligations or damages for contract breach, divert resources and the attention of our management and key personnel away from our business operations, and cause us to incur significant costs, any of which could materially adversely affect our business, financial condition, and results of operations.

We are subject to anti-money laundering and anti-terrorism financing laws and regulations, and failure to comply with these obligations could have significant adverse consequences for us, including subjecting us to criminal or civil liability and harm to our business.

Various laws and regulations in the United States and abroad, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act, and the Credit Card Accountability Responsibility and Disclosure Act (the “CARD Act”), impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. Under these laws and regulations, financial institutions are broadly defined to include money services businesses such as money transmitters. In 2013, FinCEN issued guidance regarding the applicability of the Bank Secrecy Act to administrators and exchangers of convertible virtual currency, clarifying that they are money service businesses, and more specifically, money transmitters. The Bank Secrecy Act requires money services businesses (“MSBs”) to develop and implement risk-based anti-money laundering programs, report large cash transactions and suspicious activity, and maintain transaction records, among other requirements. State regulators may impose similar

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requirements on licensed money transmitters. In addition, our contracts with financial institution partners and other third parties may contractually require us to maintain an anti-money laundering program.

We are also subject to economic and trade sanctions programs administered by the Treasury Department’s Office of Foreign Assets Control, or OFAC, which prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, terrorists or terrorist organizations, and other sanctioned persons and entities. Our failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to substantial civil and criminal penalties, or result in the loss or restriction of our MSB or broker-dealer registrations and state licenses, or liability under our contracts with third parties, which may significantly affect our ability to conduct some aspects of our business. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government.

We are subject to anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to significant adverse consequences, including criminal or civil liability and harm our business.

We are subject to the FCPA, U.S. domestic bribery laws and other U.S. and foreign anti-corruption laws. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees and their third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public sector. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. The failure to comply with any such laws could subject us to criminal or civil liability, cause us significant reputational harm and have an adverse effect on our business, financial condition and results of operations.

We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other proprietary rights, any of which could reduce our competitiveness and harm our business and operating results.

Our ability to service our customers depends, in part, upon our proprietary technology. We may be unable to protect our proprietary technology effectively, which would allow competitors to duplicate our business processes and know-how, and adversely affect our ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use our proprietary technology without our consent. The pursuit of a claim against a third party for infringement of our intellectual property could be costly, and there can be no guarantee that any such efforts would be successful.

In addition, our Market and platform may infringe upon claims of third-party intellectual property, and we may face intellectual property challenges from such other parties. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if we are unsuccessful, could subject us to substantial liability, prevent us from using the relevant technology or providing related products or services, or result in a requirement that we pay significant damages or licensing fees. Furthermore, our technology may become obsolete, and there is no guarantee that we will be able to successfully develop, obtain or use new technologies to adapt our platform to stay competitive in the future. If we cannot protect our proprietary technology from intellectual property challenges, or if our platforms become obsolete, our business, financial condition, and results of operations could be adversely affected.

Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business.

Our success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of our competitors, may own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As we grow and enter new markets, we will face a growing number of competitors. As the number of competitors in our industry grows and the functionality of products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial damages, prevent us from offering our services, or require that we comply with other unfavorable terms. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

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Changes in tax law, differences in interpretation of tax laws and regulations, and proposed legislation that would impose taxes on certain financial transactions could have a material adverse effect on our business, financial condition and results of operations.

We operate in multiple jurisdictions and are subject to tax laws and regulations of the U.S. federal, state and local and non-U.S. governments. U.S. federal, state and local and non-U.S. tax laws and regulations are complex and subject to change (possibly with retroactive effect) and to varying interpretations. U.S. federal, state and local and non-U.S. tax authorities may interpret tax laws and regulations differently than we do and challenge tax positions that we have taken. This may result in differences in the treatment of revenues, deductions, credits and/or differences in the timing of these items. The differences in treatment may result in payment of additional taxes, interest or penalties that could have an adverse effect on our financial condition and results of operations. Further, future changes to U.S. federal, state and local and non-U.S. tax laws and regulations could increase our tax obligations in jurisdictions where we do business or require us to change the manner in which we conduct some aspects of our business.

Personnel and Business Continuity Risks

We rely on our management team and will require additional key personnel to grow our business, and the loss of key management members or key employees, or an inability to hire key personnel, could harm our business.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management, including our CEO Kelly Rodriques, who have significant experience in industries we operate, are responsible for our core competencies and would be difficult to replace. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Our executive officers and other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.

We may not be able to secure adequate insurance to cover all known risks and our insurance policies may not be sufficient to cover all potential claims.

Our systems and operations, as well as those of the third parties on whom we rely to conduct certain key functions, are vulnerable to disruptions from natural disasters, power outages, computer and telecommunications failures, software bugs, cyber-attacks, computer viruses, malware, distributed denial of service attacks, spam attacks, phishing or other social engineering, ransomware, security breaches, credential stuffing, technological failure, human error, terrorism and other similar events. If our technology is disrupted, we may have to make significant investments to upgrade, repair or replace our technology infrastructure and may not be able to make such investments on a timely basis, if at all. While we have made significant investments designed to enhance the reliability and scalability of our operations, we cannot assure that we will be able to maintain, expand and upgrade our systems and infrastructure to meet future requirements and mitigate future risks on a timely basis. Disruptions in service and slower system response times could interrupt our business and result in substantial losses, decreased customer service and satisfaction, customer attrition, fines, litigation, and harm to our reputation. Our insurance coverage may be insufficient to protect us against all losses and costs stemming from operational and technological failures and we cannot be certain that such insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations.

Our risk management processes and procedures may not be effective.

While we have dedicated resources to develop risk management processes and procedures intended to identify, measure, monitor and control the types of risk to which we are subject, including liquidity risk, strategic risk, operational risk, cybersecurity risk, and reputational risk, those procedures may not be effective.

Risk is inherent in our business, and therefore, despite our efforts to manage risk, there can be no assurance that we will not sustain unexpected losses. We could incur substantial losses and our business operations could be disrupted to the extent our business model, operational processes, control functions, technological capabilities, risk analyses, and business/product knowledge do not adequately identify and manage potential risks associated with our strategic initiatives. There also may be risks that exist, or that

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develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations.

Information Technology and Data Risks

We depend on third parties for a wide array of services, systems and information technology applications, and a breach or violation of law by one of these third parties could disrupt our business or provide our competitors with an opportunity to enhance their position at our expense. Additionally, the loss of any of those service providers could materially and adversely affect our business, results of operations, and financial condition.

We rely on third-party service providers to perform various functions relating to operational functions, cloud infrastructure services and information technology.

We do not have control over the operations of any of the third-party service providers that we utilize. In the event that a third-party service provider for any reason fails to perform functions properly, including through negligence, willful misconduct or fraud, our ability to process billings and perform other operational functions for which we currently rely on such third-party service providers will suffer and our business, cash flows and future prospects may be negatively impacted.

Additionally, if one or more key third-party service providers were to cease to exist, or to terminate its relationship with us, there could be delays in our ability to process transactions and perform other operational functions for which we are currently relying on such third-party service providers for, and we may not be able to promptly replace such third-party service provider with a different third-party service provider that has the ability to promptly provide the same services in the same manner and on the same economic terms.

In many cases, we are reliant on a single third party to provide such services, and we may not be able to replace that provider on the same terms or at all. As a result of any such delay or inability to replace such key third-party service provider, our ability to process investments and perform other business functions could suffer and our business, financial condition and results of operations could be materially and adversely affected.

Because we rely on third parties to provide services, we could also be adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.

Systems failures or disruptions, including events beyond our control, and resulting interruptions in the availability of our websites or services could harm our business and reputation.

Certain of our systems rely on older programming languages and are dependent upon hardware that may soon be in need of replacement. A breakdown or shutdown of our operating systems could cause a major disruption to the business, and our attempts to modernize our systems or implement new hardware or software may not be successful, and may otherwise be costly and time-consuming.

Our products and internal systems rely on software that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations or vulnerabilities in our systems, our business could be adversely affected.

Our products and internal systems rely on software, including software developed or maintained internally and by third parties, that is highly technical and complex. In addition, our platform and our internal systems depend on the ability of such software to collect, store, retrieve, transmit, manage and otherwise process immense amounts of data. The software on which we rely may contain errors, bugs or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after code has been released for external or internal-use. Errors, bugs, vulnerabilities, design defects or technical limitations within the software on which we rely may lead to negative customer experiences (including the communication of inaccurate information to customers), compromised ability of our products to perform in a manner consistent with customer expectations, delayed product introductions, compromised ability to protect the data (including personal data) of our customers and our intellectual property or an inability to provide some or all of our services. Such errors, bugs, vulnerabilities or defects could also be exploited by malicious actors and result

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in exposure of data of customers on our platform, or otherwise result in a security breach or other security incident. We may need to expend significant financial and development resources to analyze, correct, eliminate, or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, bugs, vulnerabilities or defects in the software on which we rely, and any associated degradations or interruptions of service, could result in damage to our reputation, loss of customers, loss of revenue, regulatory or governmental inquiries, civil litigation, or liability for damages, any of which could have an adverse effect on our business, financial condition and results of operations.

Cyber incidents or attacks directed at us and to our systems could result in unauthorized access, information theft, data corruption, operational disruption and/or financial and reputational loss, and we may not be able to insure against such risk.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Our platforms may make an attractive target for hacking and may be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. It is possible that we may not be able to anticipate or to implement effective preventive measures against all security threats of these types, in which case there would be an increased risk of fraud or identity theft. Security incidents could occur from outside our company, and also from the actions of persons inside our company who may have authorized or unauthorized access to our technology systems. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Financial services providers like us, as well as our customers, colleagues, regulators, vendors and other third parties, have experienced a significant increase in fraudulent activity in recent years and will likely continue to be the target of increasingly sophisticated criminal activity in the future.

We develop and maintain systems and processes aimed at detecting and preventing fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security and anti-fraud measures become more sophisticated. Despite our efforts, the possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with each of these include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. Additionally, if hackers were able to access our secure data, they might be able to gain access to the personal information of our customers. If we are unable to prevent such activity, we may be subject to significant liability, negative publicity and a material loss of customers, all of which may materially and adversely affect our business, financial condition and results of operations.

Fraudulent activity and other actual or perceived failures to maintain a product’s integrity and/or security has led to increased regulatory scrutiny and negative assessments of us.

Fraudulent activity and other related incidents related to the actual or perceived failures to maintain the integrity of our processes and controls could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our products and services. Such events could also result in legislation and additional regulatory requirements. Although we maintain insurance, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate. Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations.

Risks Relating to Motive

If Motive seeks shareholder approval of its initial business combination, the Sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

The Sponsor and its affiliates own, on an as-converted basis, 20% of the outstanding Motive Ordinary Shares. The Sponsor and members of Motive’s management team also may from time to time purchase Motive Class A Shares prior to Motive’s initial business combination. Motive’s amended and restated memorandum and articles of association provide that, if Motive seeks shareholder approval, Motive will complete its initial business combination only if Motive obtains the approval of an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the Motive Ordinary Shares represented in person or by proxy and

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entitled to vote thereon and who vote at a general meeting. As a result, in addition to the Founder Shares held by the Sponsor and its affiliates, Motive would need , or % (assuming all issued and outstanding shares are voted), or , or % (assuming only the minimum number of shares representing a quorum without an adjournment are voted), of the Motive Class A Shares sold in the initial public offering to be voted in favor of an initial business combination in order to have the Business Combination approved. However, the Business Combination Proposal is cross-conditioned on the Redomestication Proposal and the Binding Charter Proposal, each of which 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, meaning Motive would need , or % (assuming all issued and outstanding shares are voted), or , or % (assuming only the minimum number of shares representing a quorum without an adjournment are voted), of the Motive Class A Shares sold in the initial public offering to be voted in favor of the Redomestication Proposal and the Binding Charter Proposal in order for the Business Combination to be consummated. Accordingly, the agreement by the Sponsor and each member of its management team to vote in favor of Motive’s initial business combination will increase the likelihood that Motive will receive the requisite shareholder approval for the proposed Business Combination.

If Motive is unable to consummate an initial business combination by December 15, 2022, Motive may be required to cease all operations except for the purpose of winding up and Motive would redeem its public shares and liquidate, in which case Motive’s public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of Motive’s trust account and Motive’s warrants will expire worthless.

Motive may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of the initial public offering. Motive’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on Motive will depend on future developments, it could limit Motive’s ability to complete it initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to Motive or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses Motive may seek to acquire. If Motive has not consummated an initial business combination within such applicable time period, Motive will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Motive to pay its income taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Motive’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to Motive’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Motive’s amended and restated memorandum and articles of association provide that, if Motive winds up for any other reason prior to the consummation of its initial business combination, Motive will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, Motive’s public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and Motive’s warrants will expire worthless.

Since the Sponsor, executive officers and directors will lose their entire investment in Motive if Motive’s initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for Motive’s initial business combination.

On August 21, 2020, the Sponsor purchased 11,500,000 Motive Class B Shares (2,875,000 of which was forfeited by the Sponsor in connection with the Initial Public Offering), for a purchase price of $25,000, or approximately $0.002 per share. Prior to the initial investment in Motive of $25,000 by the Sponsor, Motive had no assets, tangible or intangible. The Founder Shares will be worthless if Motive does not complete an initial business combination. In addition, the Sponsor also purchased 7,386,667 Motive Private Warrants, each exercisable to purchase one Motive Class A Share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, that will also be worthless if Motive does not complete the Business Combination. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the Business Combination.

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If third parties bring claims against Motive, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.

Motive’s placing of funds in the trust account may not protect those funds from third-party claims against Motive. Although Motive will seek to have all vendors, service providers, prospective target businesses and other entities with which Motive does business execute agreements with Motive waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Motive’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Motive’s assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, Motive’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to Motive than any alternative.

Examples of possible instances where Motive may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Motive and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if Motive has not consummated an initial business combination within 24 months from the closing of the initial public offering, or upon the exercise of a redemption right in connection with Motive’s initial business combination, Motive will be required to provide for payment of claims of creditors that were not waived that may be brought against Motive within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to Motive if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to Motive, or a prospective target business with which Motive has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay Motive’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under Motive’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, Motive has not asked the Sponsor to reserve for such indemnification obligations, nor has Motive independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Motive believes that the Sponsor’s only assets are securities of Motive. Therefore, Motive cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for Motive’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Motive may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Motive’s officers or directors will indemnify Motive for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Motive shareholders may be held liable for claims by third parties against Motive to the extent of distributions received by them upon redemption of their shares.

If Motive is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Motive was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by Motive’s shareholders. Furthermore, Motive’s directors may be viewed as having breached their fiduciary duties to Motive or Motive’s creditors and/or may have acted in bad faith, thereby exposing themselves and Forge to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Motive cannot assure you that claims will not be brought against it for these reasons. Pursuant to Cayman Islands law, Motive and its directors and officers are prohibited from

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knowingly and willfully authorizing or permitting any distribution to be paid out of Motive’s share premium account should Motive be unable to pay its debts as they fall due in the ordinary course of business.

Subsequent to Motive’s completion of the Business Combination, New Forge may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New Forge’s financial condition, results of operations and New Forge’s stock price, which could cause you to lose some or all of your investment.

Although Motive has conducted due diligence on Forge, Motive cannot assure you that this diligence will identify all material issues that may be present inside Forge’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, New Forge may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. In addition, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Motive’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Forge’s liquidity, the fact that New Forge may report charges of this nature could contribute to negative market perceptions about New Forge or its securities. In addition, charges of this nature may cause New Forge to violate net worth or other covenants to which New Forge may be subject as a result of assuming pre-existing debt held by a target business or by virtue of New Forge obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the Business Combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our shareholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of our IPO, (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 Motive Class A Shares, Motive Public Warrants and Motive Units that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We cannot predict if investors will find our shares less attractive if we choose to rely on these exemptions. If some investors find our shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our shares and the price of our shares may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our Motive Class A Shares, Motive Public Warrants or Motive Units or the Domestication Common Stock or Domestication Public Warrants of New Forge less attractive because we will rely on these exemptions. If some investors find our Motive Class A Shares, Motive Public Warrants or Motive Units or the Domestication Common Stock of New Forge less attractive as a result, there may be a less active trading market for our Motive Class A Shares, Motive Public Warrants or Motive Units or the Domestication Common Stock or Domestication Public Warrants of New Forge and more stock price volatility.

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Motive’s warrants and forward purchase agreement are accounted for as liabilities and the changes in value of its warrants and forward purchase agreement could have a material effect on Motive’s financial results and thus may have a material adverse effect on the market price of Motive’s securities.

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, Motive reevaluated the accounting treatment of its 13,800,000 Motive Public Warrants and 7,386,667 Motive Private Warrants and its forward purchase agreement, and determined to classify the warrants and forward purchase agreement as derivative liabilities measured at fair value upon issuance, with subsequent changes in fair value each period reported in Motive’s Statement of Operations each reporting period.

As a result, included on Motive’s condensed balance sheet as of September 30, 2021 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to the Motive Public Warrants, Motive Private Warrants and the A&R FPA. ASC 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the Statement of Operations. As a result of the recurring fair value measurement, Motive’s financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of Motive’s control. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly; due to the recurring fair value measurement, Motive expects that it will recognize non-cash gains or losses on its warrants and/or the A&R FPA each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have a material adverse effect on the market price of Motive’s securities.

Motive’s Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of Motive’s warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Motive.

Motive’s Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Motive arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of NewYork, and (ii) that Motive irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. Motive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. In addition, the Warrant Agreement provides that, unless Motive consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in any of Motive’s warrants shall be deemed to have notice of and to have consented to the forum provisions in Motive’s warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of Motive’s warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Motive, which may discourage such lawsuits. Alternatively, if a court were to find this provision of Motive’s warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Motive may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Motive’s business, financial condition and results of operations and result in a diversion of the time and resources of Motive’s management and board of directors.

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Motive has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

Motive’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Motive’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.

As described in the 2020 Form 10-K/A No. 1, Motive identified a material weakness in its internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants and the forward purchase agreement it issued in connection with its initial public offering in December 2020. As a result of this material weakness, Motive’s management concluded that Motive’s internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of Motive’s warrant liabilities and the forward purchase agreement, change in fair value of derivative liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the period from September 28, 2020 (inception) through December 31, 2020.

As described elsewhere in this proxy statement/prospectus, Motive has identified a material weakness in its internal control over financial reporting related to Motive’s application of ASC 480-10-S99-3A to its accounting classification of the Class A ordinary shares. As a result of this material weakness, Motive’s management has concluded that its internal control over financial reporting was not effective as of September 30, 2021. Historically, a portion of Motive Class A Shares subject to possible redemption were classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that Motive will not redeem Motive Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Charter. Pursuant to Motive’s re-evaluation of Motive’s application of ASC 480-10-S99-3A to its accounting classification of its Motive Class A Shares subject to possible redemption, Motive’s management has determined that the Motive Class A Shares include certain provisions that require classification of all of the Motive Class A Shares as temporary equity regardless of the net tangible assets redemption limitation contained in Motive’s amended and restated memorandum and articles of association. For a discussion of management’s consideration of the material weakness identified related to Motive’s application of ASC 480-10-S99-3A to its accounting classification of Motive Class A Shares subject to possible redemption, see “Note 2” to the accompanying financial statements for Motive as of and for the period ended September 30, 2021.

Motive has implemented a remediation plan to remediate the material weakness surrounding its controls around the interpretation and accounting for complex equity and equity-linked instruments issued by Motive, including Motive Class A Shares and warrants. Motive can give no assurance that the measures it has taken will prevent any future material weaknesses or deficiencies in internal control over financial reporting. Even though Motive has strengthened its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of Motive’s financial statements.

As a result of such material weakness, the restatement related to the classification and accounting for Motive Class A Shares and warrants, and other matters raised or that may in the future be raised by the SEC, Motive faces potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weakness in Motive’s internal control over financial reporting. As of the date of this proxy statement/prospectus, Motive has no knowledge of any such litigation or dispute. However, Motive can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Motive’s business, results of operations and financial condition or its ability to complete a business combination.

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The report of Motive’s independent registered public accounting firm expresses substantial doubt about Motive’s ability to continue as a going concern.

Motive has only 24 months from the closing of its initial public offering on December 15, 2020 to complete its initial business combination. If Motive is unable to complete its business combination within such 24-month period, it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Motive’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to Motive’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Motive has determined that such mandatory liquidation and subsequent dissolution raises substantial doubt about the Motive’s ability to continue as a going concern. No adjustments to Motive’s financial statements contained in this proxy statement/prospectus have been made to the carrying amounts of assets or liabilities should Motive be required to liquidate after December 15, 2022.

Risks Relating to the Business Combination

During the pendency of the Business Combination, Motive will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of Motive to enter into, or proposed to enter into, any other business combination, in each case that would reasonably be expected to hinder or materially delay the transactions contemplated in the Merger Agreement. As a result, while the Merger Agreement is in effect, neither Motive nor Forge may enter into, solicit, initiate or participate in any discussions or negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or group, concerning any sale of any material assets or any conversion, consolidation, liquidation, dissolution or similar transaction or other business combination, with any third party, even though any such alternative transaction could be more favorable to Motive’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

During the pre-closing period, Motive and Forge are prohibited from entering into certain transactions that might otherwise be beneficial to Motive, Forge or their respective shareholders.

Until the earlier of the consummation of the Business Combination or termination of the Merger Agreement, Motive and Forge are subject to certain limitations on the operations of their businesses, each as summarized under the “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Covenants and Agreements.” The limitations on Motive’s and Forge’s conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by shareholders of Motive and by the stockholders of Forge, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section entitled “The Merger Agreement — Conditions to Closing.” Motive and Forge may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Motive and Forge to each lose some or all of the intended benefits of the Business Combination.

New Forge’s management has limited experience in operating a public company.

New Forge’s management has limited prior experience in managing a publicly traded company. As such, the management team may encounter difficulties in successfully or effectively managing its transition to a public company following the Business Combination and in complying with its reporting and other obligations under federal securities laws and other regulations and in

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connection with operating as a public company. Their lack of prior experience in dealing with the reporting and other obligations and laws pertaining to public companies could result the management of New Forge being required to devote significant time to these activities which may result in less time being devoted to the management and growth of New Forge. In addition, New Forge will be required to hire additional personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies. New Forge may be required to incur significant expense in connection with these efforts.

Motive’s and Forge’s ability to consummate the Business Combination, and the operations of New Forge following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on January 30, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of New Forge following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Business Combination even if Forge, its business, financial condition and results of operations are materially affected by COVID-19.

Motive and Forge will incur significant transaction and transition costs in connection with the Business Combination.

Motive and Forge have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Motive and Forge may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New Forge following the closing of the Business Combination.

The announcement of the proposed Business Combination could disrupt Forge’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Forge’s business include the following:

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its employees may experience uncertainty about their future roles, which might adversely affect New Forge’s ability to retain and hire key personnel and other employees;

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customers, suppliers, business partners and other parties with which Forge maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Forge or fail to extend the existing relationship to New Forge; and

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Forge has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

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If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact New Forge’s results of operations and cash available to fund its business.

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The process of taking a company public by means of a business combination with a special purpose acquisition company ("SPAC") is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a "due diligence" defense and results in the underwriters undertaking a detailed review of the company's business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a "due diligence" defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, "PIPE" investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price, which may result in the share price being more difficult to sustain after the transaction.

Risks Relating to Ownership of Domestication Common Stock Following the Business Combination

Motive shareholders will experience immediate dilution as a consequence of the issuance of Domestication Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that Motive’s current shareholders have on the management of Motive.

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 Class A Shares as of , 2021. After giving effect to the A&R FPA Investment, PIPE Investment and the Business Combination, Motive’s current public shareholders (excluding Domestication Common Stock converted from Motive Class B Shares, and Domestication Common Stock issued to the A&R FPA Investors and the PIPE Investors) will own approximately % of the issued and outstanding Domestication Common Stock, assuming no redemptions are made in connection with the Business Combination. The minority position of the former Motive shareholders will give them limited influence over the management and operations of New Forge.

Warrants will become exercisable for Domestication Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Following the consummation of the Business Combination and after giving effect to the issuances contemplated under the A&R FPA, assuming no redemptions are made in connection with the Business Combination, it is expected that New Forge will have an aggregate of Domestication Public Warrants and Domestication Private Warrants issued and outstanding, representing the right to purchase an equivalent amount shares of Domestication Common Stock, which will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our initial public offering. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of Domestication Common Stock will be issued, which will result in dilution to the holders of New Forge and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be

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exercised could adversely affect the market price of Domestication Common Stock. However, there is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

Even if the Business Combination is consummated, the Domestication Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

The warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Motive. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Motive Public Warrants to make any change that adversely affects the interests of the registered holders of Motive Public Warrants. Accordingly, we may amend the terms of the Motive Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Motive Public Warrants approve of such amendment. Although our ability to amend the terms of the Motive Public Warrants with the consent of at least 50% of the then outstanding Motive Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Motive Ordinary Shares purchasable upon exercise of a warrant.

Motive Class A Shares, Motive Units and Motive Public Warrants are currently listed on NYSE. On the effective date of the Domestication, the currently issued and outstanding Motive Ordinary Shares will automatically convert by operation of law, on a one-for-one basis, into a share of Domestication Common Stock and the currently issued and outstanding Motive Public Warrants will automatically convert by operation of law, on a one-for-one basis, into a share of Motive Public Warrant. In connection with the Closing, Motive intends to apply to list the Domestication Common Stock and Motive Public Warrants on NYSE after the Closing under the symbol “ ” and “ WS” respectively. As part of the application process, Motive is required to provide evidence that Motive is able to meet the initial listing requirements of NYSE which may depend, in part, on the number of Motive Class A Shares that are redeemed in connection with the Business Combination.

If, after the Closing, NYSE delists New Forge’s shares from trading on its exchange for failure to meet the listing standards, New Forge and its shareholders could face significant material adverse consequences including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that Motive Class A Shares are a “penny stock” which will require brokers trading in Motive Class A Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The market price and trading volume of Domestication Common Stock may be volatile and could decline significantly following the Business Combination.

Stock markets, including the NYSE, the NYSE Amex and the Nasdaq Capital Market, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for Domestication Common Stock and Warrants following the Business Combination, the market price of Domestication Common Stock and Warrants may be volatile and could decline significantly. In addition, the trading volume in Domestication Common Stock and Warrants may fluctuate and cause significant price variations to occur. If the market price of Domestication Common Stock and Warrants declines significantly, you may be unable to resell your shares and warrants at or above the market price of Domestication Common Stock and Warrants as of the date of the consummation of the Business Combination. Motive cannot assure you that the

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market price Domestication Common Stock and Warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

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the realization of any of the risk factors presented in this joint proxy statement/prospectus;

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actual or anticipated differences in New Forge’s estimates, or in the estimates of analysts, for New Forge’s revenues, results of operations, level of indebtedness, liquidity or financial condition;

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additions and departures of key personnel;

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failure to comply with the requirements of the NYSE;

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failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

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future issuances, sales or resales, or anticipated issuances, sales or resales, of Domestication Common Stock;

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perceptions of the investment opportunity associated with Domestication Common Stock relative to other investment alternatives;

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the performance and market valuations of other similar companies;

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future announcements concerning New Forge’s business or its competitors’ businesses;

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broad disruptions in the financial markets, including sudden disruptions in the credit markets;

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speculation in the press or investment community;

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actual, potential or perceived control, accounting or reporting problems;

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changes in accounting principles, policies and guidelines; and

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general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their securities. This type of litigation could result in substantial costs and divert New Forge’s management’s attention and resources, which could have a material adverse effect on New Forge.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about New Forge, its share price and trading volume could decline significantly.

The market for Domestication Common Stock will depend in part on the research and reports that securities or industry analysts publish about New Forge or its business. Securities and industry analysts do not currently, and may never, publish research on New Forge. If no securities or industry analysts commence coverage of New Forge, the market price and liquidity for Domestication Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover New Forge downgrade their opinions about Domestication Common Stock, publish inaccurate or unfavorable research about New Forge, or cease publishing about New Forge regularly, demand for Domestication Common Stock could decrease, which might cause its share price and trading volume to decline significantly.

Future issuances of debt securities and equity securities may adversely affect New Forge, including the market price of Domestication Common Stock and may be dilutive to existing shareholders.

While Forge has not previously incurred indebtedness to finance its business in the past and does not currently intend to do it in the future, there is no assurance that New Forge will not incur debt or issue equity ranking senior to Domestication Common Stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other

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instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that New Forge issues in the future may have rights, preferences and privileges more favorable than those of Domestication Common Stock. Because New Forge’s decision to issue debt or equity in the future will depend on market conditions and other factors beyond New Forge’s control, it cannot predict or estimate the amount, timing, nature or success of New Forge’s future capital raising efforts. As a result, future capital raising efforts may reduce the market price of Domestication Common Stock and be dilutive to existing shareholders.

New Forge does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, New Forge currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of New Forge’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

New Forge may be subject to securities litigation, which is expensive and could divert management attention.

The market price of Domestication Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. New Forge may be the target of this type of litigation in the future. Securities litigation against New Forge could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Risks Relating to Redemption

We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.

The Merger Agreement provides that Forge’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, (a) the amount of cash available in the trust account into which substantially all of the proceeds of our initial public offering and private placements of our warrants have been deposited for the benefit of Motive, certain of our public shareholders and the underwriters of our initial public offering (the “trust account”), after deducting the amount required to satisfy our obligations to our shareholders (if any) that exercise their rights to redeem their Motive Class A Shares pursuant to the Constitutional Documents (but prior to payment of (x) any deferred underwriting commissions being held in the trust account and (y) any transaction expenses of Motive or Forge) plus (b) proceeds received in connection with the PIPE Investment and the A&R FPA, is at least equal to or greater than $208.5 million (the “Minimum Cash Condition”).

If such condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Constitutional Documents, in no event will Motive redeem public shares in an amount that would cause Motive’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

There can be no assurance that Forge could and would waive the Minimum Cash Condition. Furthermore, as provided in the Constitutional Documents, in no event will Motive redeem Motive Class A Shares in an amount that would cause our net tangible assets to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.

If such conditions are waived and the Business Combination is consummated, the cash held by New Forge and its subsidiaries in the aggregate, after the Closing may not be sufficient to operate and pay bills as they become due. Furthermore, our affiliates are not obligated to make loans to us in the future (other than the Sponsor’s commitment to provide us loans in order to finance transaction costs in connection with a business combination). The additional exercise of redemption rights with respect to a large number of our public shareholders may make us unable to take such actions as may be desirable in order to optimize the capital structure of New Forge after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

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There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Motive shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price, and may result in a lower value realized now than a shareholder of Motive might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this joint proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Holders of Motive Class A Shares who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption, which may make it difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this joint proxy statement/prospectus, they will not be entitled to redeem their Motive Class A Shares for a pro rata portion of the funds held in the trust account.

Holders of Motive Class A Shares who wish to redeem their shares for a pro rata portion of the trust account must, among other things (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 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.

Shareholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “Extraordinary Meeting of Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Holders of Motive Ordinary Shares must tender their shares in order to validly seek redemption at the Extraordinary Meeting.

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 “Extraordinary Meeting of Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Motive Ordinary Shares for cash.

In the event that a significant number of Motive Class A Shares are redeemed, the Domestication Common Stock may become less liquid following the Business Combination.

If a significant number of public shares are redeemed, New Forge may be left with a significantly smaller number of stockholders. As a result, trading in the shares of New Forge following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

Risks Relating to the Domestication

The Domestication may result in adverse tax consequences for holders of Motive Ordinary Shares, Motive Public Warrants and Motive Private Warrants.

Holders of our securities may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of Motive Class A Shares, holders of Motive Class A Shares exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) may become subject to withholding tax on any amounts treated as dividends paid on Domestication Common Stock after the Domestication.

A U.S. Holder (as defined in "U.S. Federal Income Tax Considerations" below) who on the day of the Domestication beneficially owns (actually or constructively) Motive Class A Shares with a fair market value of less than $50,000 as of such date will not recognize any gain or loss and will not be required to include any part of our earnings in income.

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A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) Motive Class A Shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all Motive Ordinary Shares entitled to vote and less than 10% or more of the total value of all Motive Ordinary Shares, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Motive Class A Shares for Domestication Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the "all earnings and profits amount" (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Motive Class A Shares held directly by such U.S. Holder.

A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all Motive Ordinary Shares entitled to vote or 10% or more of the total value of all Motive Ordinary Shares, will generally be required to include in income as a deemed dividend the "all earnings and profits amount" (as defined in the Treasury Regulations) attributable to the Motive Class A Shares held directly by such U.S. Holder.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants for newly issued warrants in the Domestication) recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Because we are a blank check company with no current active business, we believe that it is likely that Motive is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Motive Class A Shares to recognize gain on the exchange of Motive Class A Shares for Domestication Common Stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder's Motive Class A Shares. The proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges Motive Public Warrants for newly issued Domestication Public Warrants; currently, however, the election mentioned above does not apply to Motive Public Warrants (for discussion regarding the unclear application of the PFIC rules to Motive Public Warrants, see "U.S. Federal Income Tax Considerations - PFIC Considerations"). Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Motive. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

Upon consummation of the Business Combination, the rights of holders of Domestication Common Stock arising under the DGCL as well as Proposed Charter will differ from and may be less favorable to the rights of holders of Motive Class A Shares arising under the Companies Act as well as the Cayman Constitutional Documents.

Upon consummation of the Business Combination, the rights of holders of Domestication Common Stock of New Forge arise under the Proposed Charter and Proposed Bylaws as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in our current memorandum and articles of association and the Companies Act and, therefore, some rights of holders of Domestication Common Stock could differ from the rights that holders of Motive Class A Shares currently possess. For instance, while class actions are generally not available to shareholders under the Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that New Forge becomes involved in costly litigation, which could have a material adverse effect on New Forge.

In addition, there are differences between the new organizational documents of New Forge and the current constitutional documents of Motive. For a more detailed description of the rights of holders of Domestication Common Stock and how they may differ from the rights of holders of Motive Class A Shares, please see “Comparison of Corporate Governance and Shareholders’/Stockholders’ Rights.” The forms of the Proposed Charter and the Proposed Bylaws of New Forge are attached as Annex B and Annex C, respectively, to this proxy statement/prospectus and we urge you to read them.

Delaware law and New Forge’s Proposed Charter and Proposed Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares, and therefore depress the trading price of

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Domestication Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of New Forge’s board of directors or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

●

providing for a classified board of directors with staggered, three-year terms;

●

the ability of New Forge’s board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

●

the New Forge proposed certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

●

the limitation of the liability of, and the indemnification of, New Forge’s directors and officers;

●

the ability of New Forge’s board of directors to amend the bylaws, which may allow New Forge’s board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

●

advance notice procedures with which stockholders must comply to nominate candidates to New Forge’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in New Forge’s Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Forge.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in New Forge’s board of directors or management.

The provisions of the proposed bylaws requiring exclusive forum in the Court of Chancery of the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

New Forge’s proposed bylaws provide that, to the fullest extent permitted by law, and unless New Forge consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on New Forge’s behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of New Forge to New Forge or New Forge’s stockholders, or any claim for aiding and abetting any such alleged breach (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or New Forge’s Bylaws or New Forge’s Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or proceeding asserting a claim against New Forge or any current or former director, officer or employee governed by the internal affairs doctrine, or (v) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware. Notwithstanding the foregoing, the proposed bylaws will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Similarly, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

These provisions may have the effect of discouraging lawsuits against New Forge’s directors and officers. The enforceability of similar choice of forum provisions in other companies’ organizational documents have been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against New Forge, a court could find the choice of forum provisions contained in the proposed bylaws to be inapplicable or unenforceable in such action.

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Risks Relating to Adjournment

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to adopt the Cross-Conditioned Proposals, our board of directors will not have the ability to adjourn the Extraordinary Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

Our board of directors is seeking approval to adjourn the Extraordinary Meeting to a later date or dates if, at the Extraordinary Meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Cross-Conditioned Proposals. If the Adjournment Proposal is not approved, our board of directors will not have the ability to adjourn the Extraordinary Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Cross-Conditioned Proposals. In such events, the Business Combination would not be completed.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” and is for informational purposes only. The combined financial information presents the pro forma effects of the following transactions, collectively referred to as the “Transactions” for purposes of this section, and certain other related events as described in Note 1 to the accompanying Notes to the unaudited pro forma condensed combined financial information:

●

The reverse recapitalization of Forge Global, Inc. (“Forge”), referred to herein as the “Business Combination,” and the issuance of Domestication Common Stock in the PIPE Investment and pursuant to the Amended and Restated Forward Purchase Agreement (the “A&R FPA”); and

●

The acquisition of SharesPost, Inc. (“SharesPost”) by Forge on November 9, 2020 (“SharesPost Transaction”).

As contemplated by the Merger Agreement, following the Domestication of Motive Capital Corp. (“Motive”), a Cayman Islands exempted company, FGI Merger Sub, Inc. (“FGI Merger Sub”) will merge with and into Forge, whereupon the separate existence of FGI Merger Sub will cease, and Forge will be the surviving corporation and a wholly owned subsidiary of “New Forge”.

The unaudited pro forma condensed combined statement of operations of New Forge for the nine months ended September 30, 2021 combines the historical consolidated statement of operations of Forge for the nine months ended September 30, 2021, the historical statement of operations of Motive for the nine months ended September 30, 2021, on a pro forma basis as if the Business Combination, the PIPE Investment and certain other related events, as discussed below, related to the Business Combination between Motive and Forge, in each case, as if the Transactions and certain other related events had been consummated on January 1, 2020.

The unaudited pro forma condensed combined statement of operations of New Forge for the year ended December 31, 2020 combines the historical statement of operations of Forge for the year ended December 31, 2020, the historical statement of operations of SharesPost for the period beginning January 1, 2020 and ended November 9, 2020, and the historical statement of operations of Motive for the period from September 28, 2020 (inception) through December 31, 2020, adjusted to give pro forma effect to the SharesPost Transaction, the Business Combination, the PIPE Investment and certain other related events, as discussed below, related to the Business Combination between Motive and Forge and the SharesPost Transaction, in each case, as if such Transactions and certain other related events had been consummated on January 1, 2020.

The unaudited pro forma condensed combined balance sheet of New Forge as of September 30, 2021 combines the historical consolidated balance sheet of Forge as of September 30, 2021 and the historical balance sheet of Motive as of September 30, 2021, adjusted to give pro forma effect to the Business Combination, the PIPE Investment and certain other related events related to the Business Combination between Forge and Motive, in each case, as if the Business Combination, the PIPE Investment and certain other related events had been consummated on September 30, 2021. The SharesPost Transaction was consummated on November 9, 2020 and, accordingly, is reflected within the consolidated balance sheet of Forge as of September 30, 2021.

The unaudited pro forma condensed combined financial information should be read in conjunction with the following, which are included elsewhere in this proxy statement/prospectus:

●

the accompanying Notes to the unaudited pro forma condensed combined financial statements;

●

the historical unaudited financial statements of Motive as of and for the nine months ended September 30, 2021 included in Motive’s Quarterly Report on Form 10-Q/A filed with the SEC on December 15, 2021 incorporated herein by reference and the historical audited financial statements of Motive as of the year ended December 31, 2020 and for the period from September 28, 2020 (inception) through December 31, 2020, on Form 10-K/A filed with the SEC on December 15, 2021 incorporated herein by reference;

●

the historical unaudited condensed consolidated financial statements of Forge as of and for the nine months ended September 30, 2021 and the historical audited consolidated financial statements of Forge as of and for the year ended December 31, 2020, which are included as exhibits to this prospectus;

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●

the historical audited financial statements of SharesPost, as of and for the years ended December 31, 2019 and 2018;

●

the historical unaudited condensed financial statements of SharesPost, as of September 30, 2020 and December 31, 2019 and for the nine months ended September 30, 2020 and 2019; and

●

other information related to Motive and Forge included in this prospectus incorporated herein by reference, including the Merger Agreement and the description of certain terms thereof set forth under “Proposal No. 1 - The Business Combination Proposal”.

The unaudited pro forma combined financial information should also be read together with “Motive’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Forge’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and other financial information included elsewhere in this proxy statement/prospectus.

Business Combination

On September 13, 2021, Motive and its wholly-owned subsidiary, FGI Merger Sub, Inc. (“Merger Sub”), entered into the Merger Agreement with Forge Global, Inc.

Concurrently with the execution of the Merger Agreement, Motive entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Motive has agreed to issue and sell to the PIPE Investors, an aggregate of 6,850,000 shares of Domestication Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $68,500,000 (the “PIPE Financing”).

Pursuant to the A&R FPA, certain Motive fund vehicles managed by an affiliate of Motive agreed to purchase 5,000,000 units at $10.00 per unit and up to an additional 9,000,000 units to the extent Motive shareholders redeem all or a portion of their Motive Class A Shares, for an aggregate purchase price of up to $140.0 million in a private placement to close substantially concurrently with the closing of the Business Combination (“the Closing”). Each unit consists of one share of Domestication Common Stock and one-third of one Domestication Public Warrant.

(i)	Motive will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication,

(A)

Motive’s name will be changed to “New Forge”.

(B)

Each then-issued and outstanding Class A ordinary share, par value of $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 of $0.0001 per share, of New Forge (the “Domestication Common Stock”);

(C)

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

(D)

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”);

(E)

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”); and

(F)

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.

(ii)	Following the Domestication, FGI Merger Sub will merge with and into Forge Global, Inc., with Forge Global, Inc. as the surviving company in the merger, and after giving effect to such merger, Forge will continue as a wholly-owned subsidiary of the

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Company (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

In connection with the Business Combination, the Company will adopt a single class stock structure pursuant to which:

(i)

The Class A ordinary shares and the Class B ordinary shares of Motive outstanding prior to the Business Combination will be converted into Domestication Common Stock;

(ii)

The vested shares of Forge Global, Inc. Capital Stock, including the issued outstanding Class AA Common Stock and Forge Global, Inc. Preferred Stock will be exchanged at the election of the holder either to receive the Per-Share Cash Merger Consideration of approximately $30.80 per share (up to 15% of vested shares eligible to receive the Per-Share Cash Consideration), as set forth in the Merger Agreement, or the Per-Share Merger Consideration, at the Exchange Ratio of approximately 3.08 set forth in the Merger Agreement, for Domestication Common Stock; and

(iii)

The unvested shares of Forge Global, Inc. Capital Stock outstanding prior to the Business Combination will be exchanged, at the Exchange Ratio of approximately 3.08 set forth in the Merger Agreement, for shares of Domestication Common Stock.

Each Forge common stock warrant and preferred stock warrant outstanding immediately prior to the consummation of the Business Combination will be assumed by New Forge and exchanged into warrants exercisable into Domestication Common Stock based on the Exchange Ratio of approximately 3.08. Additionally, the exercise price of each converted warrant will be determined by dividing the exercise price of the respective Forge warrants by the Exchange Ratio, rounded up to the nearest whole cent.

Each Forge option outstanding immediately prior to the consummation of the Business Combination will be assumed by New Forge and exchanged into an option exercisable into Domestication Common Stock based on the Exchange Ratio of approximately 3.08. Additionally, the exercise price of each converted option will be determined by dividing the exercise price of the respective Forge options by the Exchange Ratio, rounded up to the nearest whole cent.

Expected Accounting Treatment of the Business Combination and Acquisition of SharesPost

The Business Combination between Forge and Motive will be accounted for as a reverse recapitalization of Forge who has been determined to be the accounting acquirer in both the no redemption and maximum redemption scenarios based on a number of considerations, including but not limited to:

Forge Global, Inc. former management making up the majority of the Management Team of New Forge;

ii)

Forge Global, Inc. former management nominating or representing the majority of New Forge ‘s board of directors; and

iii)

Forge Global, Inc. representing the majority of the continuing operations of New Forge. Management has also preliminarily determined Forge to be the predecessor entity to the Merger Agreement based on the same considerations listed above.

The merger between Forge and Motive will preliminarily be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Motive will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the reverse recapitalization will be treated as the equivalent of Forge issuing stock for the net assets of Motive, accompanied by a recapitalization. Operations prior to the reverse recapitalization will be those of Forge.

The acquisition of SharesPost has been treated as a business combination and has been accounted for using the acquisition method. Forge has recorded the fair value of assets and liabilities acquired from SharesPost.

Basis of Presentation

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Motive has elected

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not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma combined financial information to provide relevant information necessary for an understanding of the combined company upon consummation of the Business Combination.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of filing this prospectus and is subject to change as additional information becomes available and analyses are performed. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers the basis of presentation to be reasonable under the circumstances.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions. Forge has not had any historical relationship with neither Motive nor SharesPost prior to the Business Combination and SharesPost Transaction. Accordingly, no Transaction Accounting Adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined company would have been had the Transactions taken place on September 30, 2021, nor is it indicative of the financial condition of the combined company as of any future date. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination, PIPE Investment and certain other related events taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company. The unaudited pro forma condensed combined financial information is subject to several uncertainties and assumptions as described in the accompanying notes.

Total one-time direct and incremental transaction costs (i.e. “Transaction costs”) anticipated to be incurred prior to, or concurrent with, the consummation are reflected in the unaudited pro forma condensed balance sheet as a direct reduction to New Forge additional paid-in capital and are assumed to be cash settled.

The unaudited pro forma condensed combined financial information presents two redemption scenarios as follows:

●

Assuming No Redemptions: This presentation assumes that no Motive Class A Shares available for redemption are redeemed.

●

Assuming Maximum Redemptions: This presentation assumes that Motive Class A Shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rate allocation are sufficient to satisfy the Minimum Available Cash Condition of $208.5 million. There was $414.1 million held in the trust account of September 30, 2021, inclusive of accrued dividends, PIPE Financing of $68.5 million, and proceeds received pursuant to the A&R FPA of up to $140.0 million in connection with the Business Combination. Under this scenario, all outstanding Motive Class A Shares may be redeemed and still enable Motive to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement.

The actual redemptions will likely be within the scenarios described above; however, there can be no assurance regarding which scenario will be closest to actual results. Under both scenarios, Forge is considered the accounting acquirer, as further discussed in “Expected Accounting Treatment of the Business Combination and Acquisition of SharesPost.”

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The following summarizes the pro forma Domestication Common Stock issued and outstanding immediately after the Business Combination, after giving effect to the Exchange Ratio, presented under two redemption scenarios:


	Assuming No Redemptions (Shares)	% Ownership	Assuming Maximum Redemptions (Shares)	% Ownership
Forge ⁽¹⁾⁽⁴⁾	124,887,303	66.3%	134,887,303	81.2%
PIPE Investors	6,850,000	3.6%	6,850,000	4.1%
Holders of Motive Class A Shares	41,400,000	22.0%	—	0.0%
Holders of Motive Class B Shares ⁽²⁾	10,350,000	5.5%	10,350,000	6.2%
A&R FPA Investors ⁽³⁾	5,000,000	2.6%	14,000,000	8.5%
Pro Forma common stock at the Closing	188,487,303		166,087,303

(1)	Includes 23,668,198 shares of Forge convertible preferred stock, which will be exchanged for Domestication Common Stock at the Exchange Ratio of approximately 3.08 pursuant to the Merger Agreement.

(2)

Through the Motive Class B Shares and the shares issued in connection with the Forward Purchase Agreement shares, the Sponsor and its related affiliates owned 8.1% of Domestication Common Stock outstanding following the Closing, assuming no redemptions, and 14.7% of Domestication Common Stock outstanding following the Closing, assuming maximum redemptions. Includes 10,350,000 shares held by the Sponsor or its affiliates, which are subject to certain lock-up provisions pursuant to the terms of the Sponsor Support Agreement.

(3)

Represents the A&R FPA entered into with certain affiliates of the Sponsor to provide for the purchase by it (or its designees) of 5,000,000 units at $10.00 per unit and up to an additional 9,000,000 units to the extent there are Motive redemptions for an aggregate purchase price of up to $140 million in a price placement to close concurrently with the Closing of the Business Combination. The proceeds from the sale of the forward purchase units were used as part of the consideration to the holders in the Business Combination, to pay expenses in connection with the Business Combination and for working capital in the post-business combination company. The forward purchase was intended to provide Motive with a minimum funding level for the Business Combination.

(4)

Under no redemption scenario, Forge stockholders are permitted to sell and retire their shares for cash consideration. Only up to 15 percent of the vested stocks are eligible to participate and the aggregate amount of cash consideration should not exceed $100 million. Represents retirement of 3.2 million shares under the no redemption scenario, which is equivalent to 10 million shares of Domestication Common Stock after giving effect to the Exchange Ratio.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2021

(in thousands)


					Assuming No Redemptions					Assuming Maximum Redemptions
	Forge (Historical)		Motive Capital Corp. (Historical)		Pro Forma Transaction Accounting Adjustments			Pro Forma Combined		Additional Pro Forma Transaction Accounting Adjustments			Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	80,450	$	715	$	414,101	(A)		439,894	$	(414,101)	(R)	$	218,629
						68,500	(B)			$	90,000	(S)
						50,000	(C)			$	100,000	(D)
						(100,000)	(D)			$	2,836	(O)
						(14,490)	(E)
						(44,935)	(F)
						(3,846)	(G)
						(10,601)	(O)
Restricted cash		1,368		—		—			1,368		—			1,368
Accounts receivable, net		4,023		—		—			4,023		—			4,023
Prepaid expenses and other current assets		5,411		379		—			5,790		—			5,790
Payment-dependent notes receivable at fair value, current		5,481		—		—			5,481		—			5,481
Total current assets	$	96,733	$	1,094	$	358,729		$	456,556	$	(221,265)		$	235,291
Investments and cash held in Trust Account		—		414,101		(414,101)	(A)		—		—			—
Property and equipment, net		594		—		—			594		—			594
Internal-use software, net		2,235		—		—			2,235		—			2,235
Goodwill and other intangibles, net		138,867		—		—			138,867		—			138,867
Operating lease right-of-use assets		6,991		—		—			6,991		—			6,991
Payment-dependent notes receivable at fair value, noncurrent		10,847		—		—			10,847		—			10,847
Other assets		5,739		—		(4,331)	(F)		1,408		—			1,408
Total Assets	$	262,006	$	415,195	$	(59,703)		$	617,498	$	(221,265)		$	396,233
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable		2,946		2,776		(2,776)	(G)		2,946		—			2,946
Accrued compensation and benefits		18,548		—		—			18,548		—			18,548
Accrued expenses and other current liabilities		9,745		1,070		(1,070)	(G)		7,164		—			7,164
						(2,581)	(F)
Operating lease liabilities, current		3,743		—		—			3,743		—			3,743
Payment-dependent notes payable at fair value, current		5,481		—		—			5,481		—			5,481
Total current liabilities	$	40,463	$	3,846	$	(6,427)		$	37,882	$	—		$	37,882
Deferred underwriting commissions		—		14,490		(14,490)	(E)		—		—			—
Payment-dependent notes payable at fair value, noncurrent		10,847		—		—			10,847		—			10,847
Operating lease liabilities, noncurrent		5,991		—		—			5,991		—			5,991
Warrant liabilities, at fair value		7,355		29,283		2,083	(C)		33,566		3,750	(S)		37,316
						(2,355)	(N)
						(2,800)	(P)
Total liabilities	$	64,656	$	47,619	$	(23,989)		$	88,286	$	3,750		$	92,036
Commitments and contingencies
Class A ordinary shares subject to possible redemption		—		414,000		(414,000)	(H)		—		—			—
Convertible preferred stock		246,056		—		(246,056)	(I)		—		—			—
Stockholders’ equity (deficit):
Motive Class A Shares		—		—		—	(D)		—		—			—
						4	(H)
						(4)	(L)
Motive Class B Shares		—		1		(1)	(L)		—		—			—
Forge common stock		—		—		—			—					—
Domestication Common Stock		—		—		1	(B)		19		(4)	(R)		16
						1	(C)				1	(S)
						12	(K)
						5	(L)
Additional paid-in capital		23,493		—		68,499	(B)		615,906		(414,097)	(R)		388,058
						47,916	(C)				86,249	(S)
						(100,000)	(D)				100,000	(D)
						(46,685)	(F)
						413,996	(H)
						246,056	(I)
						5,480	(J)
						(12)	(K)
						(46,425)	(M)
						2,355	(N)
						1,233	(Q)
Accumulated deficit		(72,199)		(46,425)		(5,480)	(J)		(86,713)		2,836	(O)		(83,877)
						46,425	(M)
						(10,601)	(O)

						2,800	(P)
						(1,233)	(Q)
Total stockholders’ equity (deficit)	$	(48,706)	$	(46,424)	$	624,342		$	529,212	$	(225,015)		$	304,197
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	262,006	$	415,195	$	(59,703)		$	617,498	$	(221,265)		$	396,233

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(in thousands, except share and per share amounts)


	For the Nine Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021		Assuming No Redemptions					Assuming Maximum Redemptions
	Forge (Historical)		Motive Capital Corp. (Historical)		Pro Forma Transactions Accounting Adjustment			For the Nine Months Ended September 30, 2021 Pro Forma Combined		Additional Pro Forma Transactions Accounting Adjustment		For the Nine Months Ended September 30, 2021 Pro Forma Combined
Revenues
Placement fees	$	83,394	$	—	$	—		$	83,394	$	—	$	83,394
Custodial administration fees		14,992		—		—			14,992		—		14,992
Total revenues	$	98,386	$	—	$	—		$	98,386	$	—	$	98,386
Transaction-based expenses:
Transaction-based expenses		(3,174)		—		—			(3,174)		—		(3,174)
Total revenues, less transaction-based expenses	$	95,212	$	—	$	—		$	95,212	$	—	$	95,212
Operating expenses:
Compensation and benefits		70,737		—		—			70,737		—		70,737
Professional services		9,791		—		—			9,791		—		9,791
Acquisition-related transaction costs		163		—		—			163		—		163
Advertising and market development		2,979		—		—			2,979		—		2,979
Rent and occupancy		2,711		—		—			2,711		—		2,711
Technology and communications		5,839		—		—			5,839		—		5,839
General and administrative		3,127		4,661		—			7,788		—		7,788
Depreciation and amortization		4,137		—		—			4,137		—		4,137
Total operating expenses	$	99,484	$	4,661	$	—		$	104,145	$	—	$	104,145
Operating loss	$	(4,272)	$	(4,661)	$	—		$	(8,933)	$	—	$	(8,933)
Other income (expense):
Interest income (expense), net		(2,323)		80		(80)	(aa)		(2,323)		—		(2,323)
Change in fair value of warrant liabilities		(5,575)		11,249		2,103	(bb)		7,777		—		7,777
Other income, net		230		—		—			230		—		230
Total other income (expenses)	$	(7,668)	$	11,329	$	2,023		$	5,684	$	—	$	5,684
Income (loss) before provision for income taxes		(11,940)		6,668		2,023			(3,249)		—		(3,249)
Provision for income taxes		199		—		—			199		—		199
Net and comprehensive income (loss) income	$	(12,139)	$	6,668	$	2,023		$	(3,448)	$	—	$	(3,448)
Weighted average shares of Forge Common Stock outstanding – basic and diluted		17,658,864
Net loss per share of Forge Common Stock- basic and diluted	$	(0.69)
Weighted average shares of Motive Class A Shares outstanding – basic and diluted				41,400,000
Net income per share of Motive Class A Shares – basic and diluted			$	0.13
Weighted average shares of Motive Class B Shares outstanding – basic and diluted				10,350,000
Net income per share of Motive Class B Shares – basic and diluted			$	0.13
Weighted average shares of Domestication Common Stock outstanding – basic and diluted									183,011,168				160,611,168
Net loss per share of Domestication Common Stock – basic and diluted								$	(0.02)			$	(0.02)

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2020

(in thousands, except share and per share amounts)


	For the Year Ended December 31, 2020		For the period from January 1, 2020 to November 9, 2020		For the period from January 1, 2020 to November 9, 2020		For the period from January 1, 2020 to November 9, 2020							For the Period From September 28, 2020 (inception) through December 31, 2020		Assuming No Redemptions					Assuming Maximum Redemptions
	Forge (Historical)		SharesPost (Historical 100%)		SharesPost (Carve Out)*		SharesPost (Adjusted)		SharesPost PPA Transaction Accounting Adjustments			Forge and SharesPost Combined (Historical)		Motive Capital Corp. (Historical)		Pro Forma Transactions Accounting Adjustment			Pro Forma Combined		Additional Pro Forma Transactions Accounting Adjustment		Pro Forma Combined
Revenues
Placement fees	$	29,240	$	24,336	$	—	$	24,336	$	—		$	53,576	$	—	$	—		$	53,576	$	—	$	53,576
Custodial administration fees		22,404		3,388		3,388		—		—			22,404		—		—			22,404		—		22,404
Total revenues	$	51,644	$	27,724	$	3,388	$	24,336	$	—		$	75,980	$	—	$	—		$	75,980	$	—	$	75,980
Transaction-based expenses:
Transaction-based expenses		(3,888)		(1,442)		(617)		(825)		—			(4,713)		—		—			(4,713)		—		(4,713)
Total revenues, less transaction-based expenses	$	47,756	$	26,282	$	2,771	$	23,511	$	—		$	71,267	$	—	$	—		$	71,267	$	—	$	71,267
Operating expenses:
Compensation and benefits		37,330		21,230		2,604		18,626		—			55,956		—		17,314	(dd)		73,270		(2,836)		70,434
Professional services		3,371		3,398		1,318		2,080		—			5,451		—		—			5,451		—		5,451
Acquisition-related transaction costs		3,289		—		—		—		—			3,289		—		—			3,289		—		3,289
Advertising and market development		1,528		980		68		912		—			2,440		—		—			2,440		—		2,440
Rent and occupancy		2,381		1,518		150		1,368		—			3,749		—		—			3,749		—		3,749
Technology and communications		4,616		1,107		112		995		—			5,611		—		—			5,611		—		5,611
General and administrative		452		1,909		1,110		799		—			1,251		35		—			1,286		—		1,286
Depreciation and amortization		2,406		1,509		—		1,509		1,527	(aa)		5,442		—		—			5,442		—		5,442
Total operating expenses	$	55,373	$	31,651	$	5,362	$	26,289	$	1,527		$	83,189	$	35	$	17,314		$	100,538	$	(2,836)	$	97,702
Operating Loss	$	(7,617)	$	(5,369)	$	(2,591)	$	(2,778)	$	(1,527)		$	(11,922)	$	(35)	$	(17,314)		$	(29,271)	$	2,836	$	(26,435)
Other income (expense):
Interest income (expense), net		(2,405)		(603)		(6)		(597)		(1,223)	(bb)		(4,225)		21		(21)	(cc)		(4,225)		—		(4,225)
Change in fair value of warrant liabilities		(292)		—		—		—		—			(292)		(10,659)		35	(cc)		(10,916)		—		(10,916)
Other income (expenses), net		(201)		2		(3)		5		—			(196)		(1,126)		—			(1,322)		—		(1,322)
Total other income (expenses)	$	(2,898)	$	(601)	$	(9)	$	(592)	$	(1,223)		$	(4,713)	$	(11,764)	$	14		$	(16,463)	$	—	$	(16,463)
Loss before provision for income taxes		(10,515)		(5,970)		(2,600)		(3,370)		(2,750)			(16,635)		(11,799)		(17,300)			(45,734)		2,836		(42,898)
Provision for (benefit from) income taxes		(803)		2		—		2		—			(801)		—		—			(801)		—		(801)
Net and comprehensive loss	$	(9,712)	$	(5,972)	$	(2,600)	$	(3,372)	$	(2,750)		$	(15,834)	$	(11,799)	$	(17,300)		$	(44,933)	$	2,836	$	(42,097)
Weighted average shares of Forge Common Stock outstanding – basic and diluted		11,946,614
Net loss per share of Forge Common Stock- basic and diluted	$	(0.81)
Weighted average shares of Motive Class A Shares outstanding – basic and diluted															7,650,000
Net loss per share of Motive Class A Shares – basic and diluted														$	(0.66)
Weighted average shares of Motive Class B Shares outstanding – basic and diluted															10,350,000
Net loss per share of Motive Class B Shares – basic and diluted														$	(0.66)
Weighted average shares of Domestication Common Stock outstanding – basic and diluted																				136,159,344				113,759,344
Net loss per share of Domestication Common Stock – basic and diluted																			$	(0.32)			$	(0.36)

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 presents the estimated effects of SharesPost on an unaudited historical carve-out basis following the separation and distribution of certain SharesPost entities as if the separation and distribution had been completed on January 1, 2020. The carve-out financial information for the period beginning January 1, 2020 and ended November 9, 2020 represents financial information of the SharesPost entities that were not acquired by Forge in its acquisition of SharesPost.

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Note 1 — Description of the Merger

Merger between Motive and Forge — Business Combination

Pursuant to the Merger Agreement, following the Domestication, FGI Merger Sub (“Merger Sub”) will merge with and into Forge (the “Company”), whereupon the separate existence of FGI Merger Sub will cease, and Forge will be the surviving corporation and a wholly owned subsidiary of New Forge.

The aggregate consideration for the Business Combination paid to holders of Forge Capital Stock includes Securities Merger Consideration, after giving effect to the Exchange Ratio, and Cash Merger Consideration. The Exchange Ratio was equal to approximately 3.08. The total merger consideration is as follows:


in thousands (except share and per share data)
Shares transferred at Closing ⁽¹⁾⁽²⁾		140,000,468
Value per Share ⁽³⁾	$	10
Share consideration	$	1,400,005

(1)

The number of shares presently expected to be transferred to Forge Capital Stock holders upon consummation of the Business Combination include (i) 124.9 million Domestication Common Stock, (ii) 12.9 million assumed options, and (iii) 2.2 million of assumed warrants. In the table above, the value allocable to assumed Forge options and assumed Forge warrants is determined based on the treasury stock method.

(2)

The number of shares of Domestication Common Stock, including the number of shares of Domestication Common Stock underlying assumed options and warrants, to be issued to Forge Capital Stock holders will be decreased by the number of Forge shares repurchased by Forge in conjunction with the Forge Cash Election set forth in the Merger Agreement. Additionally, the number of shares of Domestication Common Stock to be issued, including the number of shares of Domestication Common Stock underlying the assumed Forge options and warrants, to Forge Capital Stock holders will be increased by the sum of the aggregate exercise prices of all Forge options and warrants outstanding and unexercised as of immediately prior to the consummation divided by the reference price of $10.00 per share.

(3)

Share consideration is calculated using a $10 reference price. The actual total value of share consideration will be dependent on the value of the common stock at the Closing; however, there is no expected change from any change in the Domestication Common Stock’s trading price on the pro-forma financial statements as the Business Combination will be accounted for as a reverse recapitalization.

SharesPost Transaction

On November 9, 2020, Forge completed the acquisition of the broker-dealer business of SharesPost, Inc. (“SharesPost”). Upon closing of the transaction, SharesPost and several of its subsidiaries, became wholly-owned subsidiaries of Forge. The acquisition is intended to allow the combined organization to provide investors an integrated investing experience. The merger consideration comprised cash, 9,015,140 shares of the Company’s Class AA common stock, 2,313,623 shares of Junior convertible preferred stock, and 1,000,000 shares Junior convertible preferred stock warrants that can be converted into shares of Junior convertible preferred stock. In May 2020, six months prior to the merger, Forge entered into a secured promissory note agreement with SharesPost for an aggregated amount of $3,000. The secured promissory note was forgiven post-merger and included in purchase consideration. The following table presents the components of the purchase consideration to acquire SharesPost:


	Amount
Cash	$	20,340
Secured promissory note		3,000
Fair value of Junior convertible preferred stock issued		20,383
Fair value of common stock issued		44,817
Fair value of warrants issued		1,285
Total	$	89,825

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Note 2 — Accounting Policies

Based on its initial analysis of Forge, SharesPost and Motive’s policies, Forge, SharesPost and Motive did not identify any differences in accounting policies that would have an impact on the unaudited pro forma condensed combined consolidated information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 include Transaction Accounting Adjustments that are directly attributable to the Business Combination, PIPE Investment and certain other related events.

The pro forma transaction accounting adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

(A)

Reflects the release of $414.1 million of investments currently held in the trust account. Amounts available to New Forge may be reduced as a result of redemptions by Motive shareholders.

(B)

In connection with the signing of the Merger Agreement, Motive entered into subscription agreements with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Motive agreed to issue and sell to such investors 6,850,000 shares of Domestication Common Stock with a par value of $0.0001, resulting in gross proceeds of $68.5 million.

(C)

Reflects $50.0 million in cash received by Motive from the purchase of 5,000,000 shares of Domestication Common Stock and 1,666,666 Domestication Public Warrants pursuant to the A&R FPA. As the warrants issued under the A&R FPA have the same terms as the Public Warrants, they are reflected on the unaudited pro forma combined balance sheet as derivative liabilities.

(D)

Reflects the settlement of $100.0 million for eligible Forge capital stockholders who elected to receive the Cash Merger Consideration under the no redemption scenario. This cash settlement is reversed under the maximum redemption to allow New Forge to satisfy the Minimum Available Cash Condition of $208.5 million as required by the Merger Agreement.

(E)

Reflects the payment of $14.5 million of deferred underwriting fees incurred during Motive’s initial public offering and due upon completion of the Business Combination.

(F)

Reflects settlements of approximately $46.7 million of acquisition-related transaction costs incurred in connection with the Merger. These acquisition-related transaction costs are in connection with the Closing and related transactions and are deemed to be direct and incremental costs of the Business Combination. The acquisition-related transactions costs are accounted for as equity issuance costs and the unaudited pro forma condensed balance sheet reflects these costs as a reduction in cash with a corresponding decrease to additional paid-in-capital, offset by a decrease of $4.3 million in other assets and a decrease of $2.6 million in accrued expenses and other current liabilities.

(G)

Reflects the settlement of Motive’s historical liabilities that will be settled at transaction close.

(H)

Reflects the recapitalization of Motive Class A Shares subject to possible redemption to permanent equity at $0.0001 par value. Under a maximum redemption scenario, approximately 41.4 million shares of Motive capital stock will be reclassified or remain in permanent equity, as all amounts will be redeemed for cash held in the Trust Account. See note (R) below.

(I)

Reflects the conversion of Forge convertible preferred stock into shares of Forge Class AA Common Stock, and such shares will be cancelled and converted into the right to receive shares of Domestication Common Stock pursuant to the Exchange Ratio concurrent with the Closing.

(J)

Reflects the issuance of Forge Class AA Common Stock upon forgiveness of $5.5 million of promissory notes issued to certain executives, which were forgiven in connection with the Business Combination. Forge had granted certain promissory

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notes to executives in exchange for early exercised options. At the completion of the Business Combination, the promissory notes were forgiven, and the expense represents the outstanding balance of the promissory notes and accrued interest on the date of the Closing. Because the issuances of the promissory notes were off-balance sheet transactions, it is reflected as an adjustment to accumulated deficit.

(K)

Reflects the conversion of Forge Class AA Common Stock into Domestication Common Stock pursuant to the Exchange Ratio concurrent with the Closing.

(L)

Reflects the recapitalization of Motive Class A Shares and Motive Class B Shares converted into Domestication Common Stock.

(M)

Reflects the reclassification of Motive’s historical accumulated deficit to additional paid-in capital as part of the merger.

(N)

Reflects the exchange of Forge’s May 2020 Warrants and October 2020 Warrants into warrants to purchase shares of Domestication Common Stock, pursuant to terms of the Merger Agreement. The May 2020 Warrants and October 2020 Warrants preferred stock warrants were previously redeemable, resulting in Forge classifying such warrants as liabilities in its historical financial statements.

However, the warrants to purchase shares of Domestication Common Stock exchanged for Junior Preferred Warrants will remain classified as a liability, as the Company has an obligation to issue a variable number of shares of Domestication Common Stock for a fixed monetary amount of $5.0 million.

(O)

Reflects a total bonus of $16.1 million made to Forge employees upon close of the Business Combination, of which $5.5 million was applied to outstanding balance of promissory notes issued to certain executives, which were forgiven in connection with the Business Combination. The remaining $10.6 million of the bonus was paid in cash to Forge employees, which is reduced by $2.8 million under the maximum redemption scenario.

See Note (J) for the impact of the outstanding promissory note balance on the unaudited pro forma combined balance sheet.

(P)

Reflects the elimination of the historical A&R FPA derivative liability of $2.8 million.

(Q)

Reflects $1.2 million of stock-compensation expense associated with options that will vest upon the consummation of a deemed liquidation event or SPAC transaction.

(R)

Represents the maximum redemptions scenario in which approximately 41.4 million shares of Motive Class A Shares are redeemed for $414.1 million allocated to common stock and additional paid-in capital, using a par value of $0.0001 per share at a redemption price of approximately $10.00 per share.

(S)

Under the maximum redemption scenario, reflects $90 million in cash received by Motive pursuant to the A&R FPA under which the affiliates of the Sponsor purchased 9,000,000 additional Motive units. The 9,000,000 units consist of 9,000,000 shares of Domestication Common Stock and 3,000,000 Domestication Public Warrants.

Note 4 — Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 are as follows:

(aa)

Reflects elimination of interest income on Motive’s Trust Account.

(bb)

Reflects reversal of $2.1 million change in fair value of Forge’s May 2020 Warrants and October 2020 Warrants to purchase Forge convertible preferred stock.

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The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are as follows:

(aa)

Reflects incremental expense of $1.5 million pertaining to amortization of intangibles (including developed technology, in-process research and development asset, trade name, and customer relationships) amounting to $2.8 million, net of elimination of amortization associated with SharesPost’s historical intangible assets of $1.3 million.


(in thousands)	Year Ended December 31, 2020
New intangible asset amortization	$	2,801
Elimination of amortization associated with SharesPost’s historical intangible assets		(1,274)
Net adjustment to amortization of intangible assets	$	1,527

(bb)

Reflects incremental interest expense of $1.6 million pertaining to the 2020 Term Loan entered into in consideration of the acquisition of SharesPost and reversal of $0.4 million interest expense pertaining to SharesPost outstanding convertible notes that were repaid in full by Forge in connection with the Business Combination. The payment of SharesPost's outstanding convertible notes by Forge of $16.4 million is included in the total cash consideration of $20.3 million as summarized in “SharesPost Transaction”.

(cc)

Reflects elimination of $21 thousand interest income on Motive’s Trust Account and reversal of $35 thousand change in fair value of Forge’s May 2020 Warrants and October 2020 Warrants to purchase Forge preferred stock.

(dd)

Reflects incremental expense of $17.3 million under the no redemption scenario, which includes $5.5 million of compensation and benefits expense incurred upon the forgiveness of promissory notes issued to certain executives and the corresponding issuance of Forge Class AA Common Stock, $1.2 million of stock-compensation expense associated with options that will vest upon the consummation of a deemed liquidation event or SPAC transaction, and $10.6 million of cash bonuses made to certain Forge employees in connection with the Business Combination. Cash bonuses made to Forge employees are reduced by $2.8 million under the maximum redemption scenario.

Note 5 — Net Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination, the PIPE Investment, and certain other related events, assuming such additional shares were outstanding since January 1, 2020. As the Business Combination, PIPE Investment and certain other related events are being reflected as if they had occurred as of January 1, 2020, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes the shares issued in connection with the Business Combination, PIPE Investment and certain other related events have been outstanding for the entire periods presented.

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The unaudited pro forma combined financial information has been prepared assuming two alternative levels of redemption into cash of Motive’s shares for the nine months ended September 30, 2021:


	For the nine months ended September 30, 2021
(in thousands, except share and per share data)	Assuming No Redemptions		Assuming Maximum Redemptions
Numerator:
Pro forma net loss	$	(3,448)	$	(3,448)
Plus: Pro forma adjustment related to interest expense on convertible notes⁽¹⁾		82		82
Pro forma net loss available to stockholders, basic and diluted	$	(3,366)	$	(3,366)
Denominator:
Weighted average shares of Domestication Common Stock outstanding – basic and diluted		183,011,168		160,611,168
Net loss per share of Domestication Common Stocks – basic and diluted	$	(0.02)	$	(0.02)
Weighted average shares of Domestication Common Stock outstanding – basic and diluted
Forge		119,411,168		129,411,168
Holders of Motive Class A Shares		41,400,000		—
Holders of Motive Class B Shares		10,350,000		10,350,000
PIPE Investors		6,850,000		6,850,000
A&R FPA Investors		5,000,000		14,000,000
Weighted average shares of Domestication Common Stock outstanding – basic and diluted		183,011,168		160,611,168

(1)	Reflects the reversal of the actual interest expense incurred on Forge’s convertible notes outstanding during the nine months ended September 30, 2021 assuming they were converted to shares of Domestication Common Stock on January 1, 2020.

The following potential outstanding securities were excluded from the computation of proforma net loss per share, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	For the nine months ended September 30, 2021
	Assuming No Redemptions	Assuming Maximum Redemptions
Motive warrants to purchase shares of Domestication Common Stock ⁽¹⁾	21,186,667	21,186,667
Forge options that will convert into a right to purchase shares of Domestication Common Stock ⁽²⁾	16,159,377	16,159,377
Forge warrants to purchase shares of Domestication Common Stock	3,723,033	3,723,033
Motive warrants to purchase shares of Domestication Common Stock pursuant to the A&R FPA ⁽³⁾	1,666,666	4,666,666
Total	42,735,743	45,735,743

(1)

One whole warrant entitles the holder thereof to purchase one share of Domestication Common Stock at a price of $11.50 per share. Domestication Public Warrants and Domestication Private Warrants are anti-dilutive on a pro forma basis and have been excluded from the diluted number of shares of Domestication Common Stock outstanding at the time of the Closing.

(2)

All outstanding options exercisable for shares of Forge Common Stock (“Forge Stock Option”), whether vested or unvested, will be assumed by Motive and automatically be converted into an option to purchase a number of shares of Domestication Common Stock, determined in accordance with the Exchange Ratio.

(3)

Represents the warrants issued in connection with the A&R FPA entered into with certain affiliates of the Sponsor to provide for the purchase by it of 5,000,000 units, which includes one-third of one Domestication Public Warrant, and up to an aggregate of 9,000,000 additional units. One whole warrant entitles the holder thereof to purchase one share of Domestication Common Stock at a price of $11.50 per share. Domestication Public Warrants are anti-dilutive on a pro forma basis and have been excluded from the diluted number of shares of Domestication Common Stock outstanding at the time of the Closing.

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The unaudited pro forma combined financial information has been prepared assuming two alternative levels of redemption into cash of Motive’s shares for the year ended December 31, 2020:


	For the twelve months ended December 31, 2020
(in thousands, except share and per share data)	Assuming No Redemptions		Assuming Maximum Redemptions
Numerator:
Pro forma net loss	$	(44,933)	$	(42,097)
Plus: Pro forma adjustment related to interest expense on convertible notes⁽¹⁾		1,084		1,084
Pro forma net loss available to stockholders, basic and diluted	$	(43,849)	$	(41,013)
Denominator:
Weighted average shares of Domestication Common Stock outstanding – basic and diluted		136,159,344		113,759,344
Net loss per share of Domestication Common Stock – basic and diluted	$	(0.32)	$	(0.36)
Weighted average shares of Domestication Common Stock outstanding – basic and diluted
Forge		72,559,344		82,559,344
Holders of Motive Class A Shares		41,400,000		—
Holders of Motive Class B Shares		10,350,000		10,350,000
PIPE Investors		6,850,000		6,850,000
A&R FPA Investors		5,000,000		14,000,000
Weighted average shares of Domestication Common Stock outstanding - basic and diluted		136,159,344		113,759,344

(1)	Reflects the reversal of the actual interest expense incurred on Forge’s convertible notes outstanding during the twelve months ended December 30, 2020 assuming they were converted to shares of Domestication Common Stock on January 1, 2020.


	For the twelve months ended December 31, 2020
	Assuming No Redemptions	Assuming Maximum Redemptions
Motive warrants to purchase shares of Domestication Common Stock ⁽¹⁾	21,186,667	21,186,667
Forge options that will convert into a right to purchase shares of Domestication Common Stock ⁽²⁾	9,885,197	9,885,197
Forge warrants to purchase shares of Domestication Common Stock	3,723,033	3,723,033
Motive warrants to purchase shares of Domestication Common Stock pursuant to the A&R FPA ⁽³⁾	1,666,666	4,666,666
Total	36,461,563	39,461,563

(1)

(2)	All outstanding Forge Stock Options whether vested or unvested, will be assumed by Motive and automatically be converted into an option to purchase a number of shares of Domestication Common Stock, determined in accordance with the Exchange Ratio.

(3)

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EXTRAORDINARY MEETING OF SHAREHOLDERS

General

Motive is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the board of directors for use at the Extraordinary Meeting to be held on , 2021 and at any adjournment or postponement thereof. This proxy statement/prospectus provides Motive’s shareholders with information they need to know to be able to vote or direct their vote to be cast at 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, only the holders of Motive Class B Shares are entitled to vote on the Director Election Proposal.

Date, Time and Place

Purpose of the Extraordinary Meeting

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

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.

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.

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.

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.

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.

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Each of the Business Combination Proposal, Redomestication Proposal, Binding Charter Proposal and the NYSE Proposal are cross conditioned on one another (the “Cross-Conditioned Proposals”). 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. 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.

Recommendation of the Motive Board of Directors

The Motive board of directors has unanimously determined that the Domestication and 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. 1 — The Business Combination — The Merger Agreement — Motive’s Board of Directors’ Reasons for the Approval of the Business Combination”.

When you consider the recommendation of Motive’s board of directors in favor of approval of these proposals, you should keep in mind that 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. For a summary of these interests, please see the section entitled “Proposal No. 1 — The Business Combination — Interests of Certain Persons in the Business Combination.”

Voting Power; Record Date

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Vote of the Sponsor

Pursuant to the terms of the Sponsor Support Agreement entered into with Forge and Motive, the Sponsor and the other holders of Motive Class B Shares agreed to vote all shares of Motive stock they own in favor of the transactions contemplated by the Merger Agreement. The Sponsor and such holders of Motive Class B Shares own at least 20% of the outstanding Motive Ordinary Shares entitled to vote thereon. The quorum and voting thresholds at the Extraordinary Meeting and the Sponsor Support Agreement may make it more likely that Motive will consummate the Business Combination. See “Proposal No. 1 — Other Agreements — Sponsor Support Agreement.”

Quorum and Required Vote for Proposals for the Extraordinary Meeting

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 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, Motive Ordinary Shares would be required to achieve a quorum (without an adjournment).

The Sponsor has agreed to vote all of its Motive Ordinary Shares in favor of the proposals being presented at the Extraordinary Meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding Motive Ordinary Shares.

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

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.

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.

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.

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.

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.

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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.

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.

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.

Abstentions and Broker Non-Votes

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.

Voting Your Shares

Each Motive Ordinary Share that you own in your name entitles you to one (1) vote on each of the Proposals (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. Your one or more proxy cards show the number of Motive Ordinary Shares that you own. There are several ways to have your Motive Ordinary Shares voted:

●

You can submit a proxy to vote your Motive Ordinary Shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your Motive Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary Meeting. If you submit a proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your Motive Ordinary Shares, your shares will be voted as recommended by Motive’s board of directors. 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).

●

You can attend the Extraordinary Meeting and vote virtually even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. However, if your Motive Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Motive can be sure that the broker, bank or nominee has not already voted your Motive Ordinary Shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

●

you may send another proxy card with a later date;

●

you may notify Motive’s secretary in writing before the Extraordinary Meeting that you have revoked your proxy; or

●

you may attend the Extraordinary Meeting virtually, revoke your proxy, and vote online as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

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Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your Motive Ordinary Shares, please contact Motive’s proxy solicitor, .

Redemption Rights

●

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

●

deliver your public shares to Continental, Motive’s transfer agent, physically or electronically through DTC.

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.

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For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see the section titled “U.S. Federal Income Tax Considerations”. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights

Proxy Solicitation Costs

Motive is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone. Motive and its directors, officers and employees may also solicit proxies online. Motive will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Motive will bear the cost of the solicitation.

Motive has hired to assist in the proxy solicitation process. Motive will pay to a fee of $ plus disbursements.

Motive will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Motive will reimburse them for their reasonable expenses.

Share Ownership

As of , 2021, the Motive record date, the Sponsor and Motive’s directors owned of record and were entitled to vote an aggregate of 10,350,000 Founder Shares that were issued prior to Motive’s IPO. Such shares currently constitute approximately 20% of the outstanding Motive Ordinary Shares. The Sponsor and Motive’s officers and directors have agreed to vote the Founder Shares, as well as any Motive Ordinary Shares acquired in the aftermarket, in favor of each of the proposals being presented at the Extraordinary Meeting. The Founder Shares have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Motive.

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

Motive is asking its shareholders to adopt and approve the Merger Agreement, certain related agreements and the transactions contemplated thereby (including the Business Combination whereby Motive will acquire Forge). Motive shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby. Please see “ — The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this Proposal.

We may complete the Business Combination only if it is approved by a majority of Motive Ordinary Shares that are present and vote at the Extraordinary Meeting. The Business Combination Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of Motive Ordinary Shares.

Background of the Business Combination

The terms of the Merger Agreement are the result of negotiations between Motive, Forge and their respective representatives. The following is a brief description of the background of these negotiations.

Motive is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020, under the name of MCF2 Acquisition Corp. On November 5, 2020, Motive’s name was changed to Motive Capital Corp. The Company was 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 or entities.

On October 1, 2020, the Sponsor purchased 11,500,000 Founder Shares for an aggregate price of $25,000. On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which Motive canceled. On November 24, 2020, Motive entered into a forward purchase agreement with certain Motive fund vehicles managed by an affiliate of Motive (the “Motive Fund Vehicles”) whereby the Motive Fund Vehicles agreed to purchase, concurrent with Motive’s consummation of an initial business combination, 14,000,000 units at a price of $10.00 per unit, generating gross proceeds of $140 million. Each unit consists of one (1) Motive Class A Share, and one-third (1/3) of one (1) warrant. Each whole warrant entitles the holder thereof to purchase one (1) Motive Class A Share at a price of $11.50 per share, subject to certain adjustments.

On November 24 and December 8, 2020, the Sponsor transferred 30,000 Founder Shares to each of Motive’s independent directors. On December 10, 2020, Motive issued a dividend of 1,725,000 Founder Shares, resulting in 10,350,000 Founder Shares outstanding, 1,350,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On December 15, 2020, Motive consummated the Initial Public Offering of 41,400,000 units, which included the full exercise by the underwriters of its over-allotment option in the amount of 5,400,000 units, at $10.00 per unit, generating gross proceeds of $414 million. Each unit consists of one (1) Motive Class A Share, and one-third (1/3) of one (1) Motive Public Warrant. Each whole Motive Public Warrant entitles the holder thereof to purchase one (1) Motive Class A Share at a price of $11.50 per share, subject to certain adjustments.

Concurrently with the completion of the initial public offering, the Sponsor purchased an aggregate of 7,386,667 Motive Private Warrants at a price of $1.50 per warrant, or $11 million in the aggregate. Each whole Motive Private Warrant entitles the holder thereof to purchase one (1) Motive Class A Share at a price of $11.50 per share, subject to certain adjustments.

Prior to the consummation of the initial public offering, neither Motive, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination with Motive.

Between December 15, 2020, the date of the closing of the initial public offering, and June 4, 2021, the date on which Motive entered into exclusivity with Forge (as further described below), Motive and its representatives evaluated approximately 27 potential targets. These potential targets were in various categories of the investment management, insurance, banking, capital markets and payments industries. Motive and its representatives met with members of management, board members or other investors of approximately 16 different potential acquisition targets. Motive then conducted additional due diligence under confidentiality or nondisclosure agreements with respect to nine potential targets (the “Potential Targets”).

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Motive conducted due diligence to varying degrees on the Potential Targets, including review of, among other things, the Potential Target’s management team, stockholders, business model, valuation, balance sheet and historical and projected financials, in each case to the extent made available, and Motive submitted indications of interest to two Potential Targets, including Forge. Following such reviews, and at various points in time, these discussions with the Potential Targets other than Forge were discontinued for one or various reasons, including maturity of the business, a near-term path to profitability, valuation, state of financial systems and/or controls, impact of COVID-19, or growth potential, among other reasons.

Representatives of Motive attended management meetings with representatives of a Potential Target in the fintech industry (“Potential Target A”) on December 29, 2020 and January 7, 2021. On January 22, 2021, representatives of Motive presented an initial indication of interest to representatives of Potential Target A, providing an introduction to Motive, Motive’s strategic plans for Potential Target A’s business, and the potential strategic value of Motive’s management team in any transaction. In addition, representatives of Motive and Potential Target A discussed the potential terms of a transaction between Motive and Potential Target A, including Motive’s proposed valuation for Potential Target A. Such discussions were eventually discontinued due to divergence of expectations between the parties around valuation and other transaction terms, and Potential Target A determined to pursue a business combination with a different acquiror.

Starting in December 2020, Forge regularly engaged from time to time in a review of potential strategic alternatives, including additional fundraising from debt or equity sources, possible business combinations or an initial public offering, with the assistance of Forge’s strategic advisor, FT Partners, LLC (the “Forge Advisor”). Forge management also provided updates on its strategic process to the Forge board of directors through monthly updates during the same period. During this period, management of Forge also became familiar with the general opportunities of potential business combinations with special purpose acquisition companies and consulted with the Forge Advisor regarding the structuring and potential benefits and risks associated with a transaction of that nature.

On April 23, 2021, representatives of Motive met with Kelly Rodriques, Forge’s Chief Executive Officer, to discuss Forge’s business, products and technology. Blythe Masters, Motive’s Chief Executive Officer and a director, subsequently had calls with Mr. Rodriques on April 24, 2021 and April 26, 2021 to discuss a potential business combination transaction between Motive and Forge and considerations for effecting a business combination with a special purpose acquisition company (“SPAC”) generally.

On May 9, 2021, Forge sent a draft form of non-binding term sheet for a potential transaction between Forge and a SPAC (the “Term Sheet”). The Term Sheet did not include a valuation for Forge, and provided for, among other things, (1) the forfeiture of the Founder Shares and Motive Private Warrants in certain circumstances in an amount to be determined; (2) the imposition of an earn-out with thresholds to be determined on a portion of the Founder Shares and Motive Private Warrants; (3) an earn-out for Forge’s stockholders with terms to be determined; (4) a minimum cash closing condition of $500 million; and (5) a mutual exclusivity provision that would prevent either party from engaging in discussions regarding an alternative business combination transaction during a 30-day exclusivity period. Forge requested that Motive submit a revised draft of the Term Sheet with Motive’s proposed terms on or prior to May 24, 2021.

On May 19, 2021, Motive sent Forge a revised draft of the Term Sheet for a potential transaction. The revised Term Sheet included total transaction consideration of $1.5 billion for all of Forge’s outstanding equity interests, options and warrants. The revised Term Sheet also, among other things, (1) did not include any forfeiture or other adjustment to the Founder Shares or Motive Private Warrants; (2) did not include an earn-out for Forge’s stockholders; (3) proposed $100 million of cash consideration payable to Forge’s stockholders; (4) included a minimum cash closing condition equal to $140 million, plus the proceeds from any PIPE Investment; and (5) proposed a 45-day exclusivity period, during which Forge would be prohibited from engaging in discussions regarding an alternative business combination transaction and Motive would not be permitted to enter into any letter of intent, term sheet, or definitive agreement regarding an alternative business combination transaction.

In addition to the non-binding indication of interest from Motive, Forge received additional non-binding indications of interest from other potential SPAC counterparties.

On May 20, 2021, representatives of Motive, including Ms. Masters, Rob Heyvaert, Motive’s Executive Chairman and a director, Stephen C. Daffron, a Motive director, and other members of Motive’s management team, met with members of Forge’s management team and members of the transaction committee of the Forge Board of Directors to discuss a potential business combination transaction between Forge and Motive.

On May 25, 2021, Forge sent Motive a revised draft of the Term Sheet following input from Goodwin Procter LLP (“GP”), counsel to Forge. The revised Term Sheet included total transaction consideration of $1.5 billion for all of Forge’s vested equity

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interests, with unvested equity interests converting into unvested equity interests of the combined company. In addition, the revised Term Sheet provided for, among other things, (1) the cancellation of 10% of the Founder Shares and the additional forfeiture of up to 50% of the Founder Shares in the event redemptions by Motive’s public shareholders exceeded 10% of the total public shares outstanding; (2) the imposition of a 10-year lock-up on 66.6% of the Founder Shares with fall away provisions that would apply if the combined company’s share price traded above $15.00 and $17.00; (3) five million contingent earn-out shares issuable to Forge’s shareholders in two equal tranches if the combined company’s share price traded above $15.00 and $17.00 during the five-year period following the closing; (4) up to $150 million of cash consideration payable to Forge’s stockholders; (5) a minimum cash closing condition of $300 million; and (6) a mutual exclusivity provision that would prevent either party from engaging in discussions regarding an alternative business combination transaction during a 45-day exclusivity period. Forge also proposed that Motive modify its existing $140 million forward purchase commitment to be a $50 million commitment to purchase shares of the combined company and a $100 million backstop to purchase shares of the combined company to the extent Motive’s public shareholders elected to redeem their Motive shares in connection with the proposed transaction.

Between May 19, 2021 and June 4, 2021, representatives of Motive, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), counsel to Motive, and Forge and GP negotiated various terms set forth in the Term Sheet and shared multiple drafts of the Term Sheet.

On June 4, 2021, Motive and Forge executed the Term Sheet, which included, among other things, (1) total transaction consideration of $1.5 billion for all of Forge’s outstanding equity interests, options and warrants; (2) the imposition of an extended lock-up on the Founder Shares and Motive Private Warrants owned by the Sponsor; (3) up to $150 million of cash consideration payable to Forge’s stockholders; (4) a minimum cash closing condition of $240 million, assuming the aggregate proceeds of the PIPE Investment are at least $100 million; and (5) a mutual exclusivity provision that would prevent either party from engaging in discussions regarding an alternative business combination transaction during a 45-day exclusivity period. In addition, Motive agreed to modify its existing $140 million forward purchase commitment to be a $50 million commitment to purchase Motive units and a $90 million backstop to purchase Motive units to the extent Motive’s public shareholders elect to redeem their Motive shares in connection with the proposed transaction. Motive and Forge subsequently amended the Term Sheet on June 30, 2021, August 11, 2021 and August 31, 2021 to extend the exclusivity period under the Term Sheet.

On June 15, 2021, Motive sent Forge a detailed due diligence request list, including, but not limited to, financial items, competitive dynamics, legal and regulatory items, and business operations.

As part of the diligence efforts conducted in connection with the proposed business combination, throughout the months of June, July , August, and September, 2021, Motive, Forge, Gibson Dunn, GP, the Forge Advisor and their respective accountants and accounting advisors participated in a number of due diligence telephone calls and exchanged due diligence materials, including in the areas of legal, financial (including the Projections), technology, privacy, tax, insurance, employee benefits and regulatory matters.

On June 25, 2021, Gibson Dunn and GP had a call to discuss the timeline to execution of the definitive documentation, allocation of drafting responsibilities, Motive’s due diligence review of Forge and certain other topics. Following the meeting, on July 9, 2021, Gibson Dunn distributed to GP an initial draft of the merger agreement for the potential business combination.

On July 14, 2021, Motive entered into a formal engagement letter with Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) to act as financial advisor and to provide a fairness opinion to Motive’s board of directors (the “Motive Board”). The Motive Board engaged Houlihan Lokey as a financial advisor to assist the Motive Board 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.

On July 23, 2021, Motive entered into formal engagement letters with UBS Securities LLC (“UBS”), each effective as of July 23, 2021, to act as a lead placement agent for the proposed PIPE Investment to be undertaken in connection with the potential business combination with Forge and to act as exclusive financial advisor and co-lead capital markets advisor for the potential business combination.

On July 25, 2021, Motive entered into a formal engagement letter with J.P. Morgan Securities LLC (“J.P. Morgan” and, together with UBS in their capacity as placement agents, the “Placement Agents”), effective as of June 10, 2021, to act as a lead placement agent for the proposed PIPE Investment to be undertaken in connection with the potential business combination with Forge and to act as a co-lead capital markets advisor to Motive.

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Following the execution of the Term Sheet and during June and July, 2021, Motive, Forge and their respective advisors prepared an investor presentation to present to potential investors in the PIPE Investment (“PIPE Investors”). The investor presentation outlined the proposed business combination and included information regarding Motive and Forge.

On July 26, 2021, Motive and Forge commenced their outreach to the PIPE Investors.

On July 26, 2021, the Motive Board held a meeting with representatives of management, Gibson Dunn, Maples and Calder, Motive’s Cayman Islands counsel (“Maples”), UBS, J.P. Morgan, and Houlihan Lokey. At the meeting, representatives of management updated the Motive Board on the proposed transaction with Forge, including the status of discussions with potential PIPE Investors and ongoing due diligence efforts, and UBS and J.P. Morgan provided an update on the market for SPAC PIPEs. Representatives of Maples provided the directors with an overview of their fiduciary duties and common law duties to Motive as an entity registered in the Cayman Islands. Gibson Dunn then provided an overview of the structure and terms of the proposed transaction with Forge. Representatives of Houlihan Lokey described for the Motive Board the fairness opinion process and timeline, including its ongoing review of financial information related to Forge.

Later on July 26, 2021, GP provided Gibson Dunn its initial comments to the merger agreement for the proposed business combination. The revised draft proposed that Forge’s stockholders would have the ability to elect to receive a portion of the cash merger consideration (rather than including a fixed amount of cash consideration payable to all Forge stockholders), and generally addressed risk allocation, representations and warranties, covenants, termination provisions and closing conditions. The parties continued to negotiate provisions of the transaction documents, including without limitation the parties’ agreements related to the selection and funding of any alternative PIPE Investment, interim operating covenants, lock-up provisions, corporate governance matters and the minimum cash condition.

On July 30, 2021, Gibson Dunn provided GP a revised draft of the merger agreement for the proposed business combination, generally dealing with the same open issues as in GP’s draft. In addition, the revised draft reflected the agreement by Forge and Motive to include the proposed election mechanics for the cash consideration and to reduce the amount of cash consideration from $150 million to $100 million.

Between July 9, 2021 and September 13, 2021, Motive and Forge negotiated various terms of the merger agreement and ancillary transaction documents of the potential business combination.

Between July 2, 2021 and September 10, 2021, Forge’s board of directors met with GP, the Forge Advisor, and Forge management to discuss the proposed business combination, the merger agreement and other transaction documents. In addition, Kelly Rodriques communicated with individual members of Forge’s board of directors to update them on the status of the proposed business combination and discussions between Forge and Motive.

Throughout August and September, Motive and its advisors, including Gibson Dunn and Pickard Djinis and Pisarri LLP, regulatory counsel to Motive (“Pickard”), continued to finalize due diligence with respect to Forge and in that regard engaged in several communications with representatives of Forge and its advisors. Over this time, Forge and the Forge Advisor continued to upload documentation to a shared data room as materials became available and in response to follow-up requests from Motive and Gibson Dunn.

On September 9, 2021, the Motive Board held a meeting. Representatives of management, Houlihan Lokey, Gibson Dunn and Pickard, were also in attendance. Representatives of management reviewed the transaction process to date, including the status of the PIPE Investment. Management representatives also reviewed with the Motive Board the scope of legal, business, financial and accounting due diligence conducted by Motive and its advisors and the final due diligence findings related thereto, with input from representatives of Gibson Dunn and Pickard. At the request of the Motive Board, Mr. Rodriques joined the meeting to discuss Forge’s business and operations and the regulatory environment in which Forge operates. Following Mr. Rodriques’ departure from the meeting, representatives of Gibson Dunn reviewed with the Motive Board the terms of the transaction documents, including the Merger Agreement and the PIPE Subscription Agreements. The Motive Board undertook a rigorous discussion regarding the various benefits and risks associated with the transaction, including the proposed sources and uses of funds (including the variability of outcomes depending on Motive redemption levels), the pro forma capitalization of the combined company, the closing certainty associated with the transaction and other aspects of the transaction.

Between September 6, 2021 and September 13, 2021, Gibson Dunn, GP and Mayer Brown, counsel to the Placement Agents, collectively negotiated the terms of the PIPE Agreements with prospective PIPE Investors and responded to follow up questions and comments related thereto, particularly with respect to the closing process and the expected timeline for consummating the merger.

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During this time, the prospective PIPE Investors conveyed to the Placement Agents their initial proposed subscription amounts. On September 11, 2021, a final version of the PIPE Agreement was distributed to the prospective investors, which reflected the outcome of negotiations between the parties and the prospective PIPE Investors. On September 12, 2021 the PIPE Investors that had chosen to participate in the PIPE Investment indicated their final subscription amounts and delivered executed PIPE Agreements for purchases of an aggregate of 6.85 million shares of Domestication Common Stock at $10.00 per share. Following the finalization of the PIPE Investment amount of $68.5 million, the parties agreed to a minimum cash closing condition in the merger agreement of $208.5 million.

On September 10, 2021, the Forge Board held a meeting. Representatives of management and GP were also in attendance. Following discussions, the Forge Board unanimously agreed to adopt and approve resolutions by unanimous written consent following the board meeting that (i) determined it is in the best interests of Forge for Forge to enter into the Merger Agreement and the transactions contemplated thereby, and (ii) adopt the Merger Agreement and approve Forge’s execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby.

On September 12, 2021, the Motive Board held a meeting. Representatives of management, Houlihan Lokey and Gibson Dunn were also in attendance. Representatives of management and Gibson Dunn updated the Motive Board on the due diligence conducted to date. At the request of the Motive board, Representatives of Houlihan Lokey reviewed and discussed with the Motive Board Houlihan Lokey’s financial analyses with respect to Forge and the proposed Merger in a presentation, a copy of which was provided to the Motive Board in advance of the meeting. Thereafter, at the request of the Motive board, Houlihan Lokey orally rendered its opinion to the Motive board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Motive board 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. Representatives of Gibson Dunn reviewed with the Motive Board their fiduciary duties and the terms of the transaction documents, including the Merger Agreement and the PIPE Subscription Agreements and updates to the transaction documents from the prior meeting of the Motive Board on September 9, 2021. Following discussions, the Motive Board unanimously adopted and approved resolutions (1) determining that the Merger Agreement and the ancillary documents thereto and the transactions contemplated by each of the Merger Agreement and the ancillary documents thereto (including the Merger and the PIPE Investment) are advisable and fair to, and in the best interests of, Motive and its shareholders, (2) adopting and approving the Merger Agreement and the ancillary documents thereto (including the Merger and the PIPE Investment), and (3) recommending that Motive’s shareholders vote in favor of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Proposal, the Director Election Proposal, and the NYSE Proposal.

On the morning of September 13, 2021, the parties entered into the Merger Agreement.

The Merger Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure letters (the “ disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Motive, Forge or any other matter.

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Structure of the Merger

On September 13, 2021, Motive entered into the Merger Agreement with Merger Sub, and Forge, pursuant to which, among other things, following the Domestication, Merger Sub will merge with and into Forge, the separate corporate existence of Merger Sub will cease and Forge will be the surviving corporation and a wholly owned subsidiary of Motive.

Prior to and as a condition of the Merger, pursuant to the Domestication, Motive will change its jurisdiction of incorporation by effecting a deregistration under the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Motive’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information, see “The Redomestication Proposal.”

Consideration

Aggregate Merger Consideration

An additional 6.85 million shares of Domestication Common Stock will be purchased (at a price of $10.00 per share) at the Closing by certain third-party investors (collectively, the “PIPE Investors”), for a total aggregate purchase price of up to $68.5 million (the “PIPE Investment”).

Closing

In accordance with the terms and subject to the conditions of the Merger Agreement, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., Eastern Time, on the date that is the second business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Representations and Warranties

The Merger Agreement contains representations and warranties of Motive, Merger Sub, and Forge, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the disclosure letters. See “Proposal No. 1 — The Business Combination Proposal — Material Adverse Effect” below. The representations and warranties of Motive are also qualified by information included in Motive’s public filings, filed or submitted to the SEC on or prior to the date of the Merger Agreement (subject to certain exceptions contemplated by the Merger Agreement).

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Representations and Warranties of Forge

Forge has made representations and warranties relating to, among other things, company organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, capitalization of Forge and its subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, legal compliance, contracts and no defaults, Forge benefit plans, employees and labor relations, taxes, brokers’ fees, insurance, licenses, equipment and other tangible property, real property, intellectual property, privacy and cybersecurity, environmental matters, absence of changes, anti-corruption compliance, sanctions and international trade compliance, information supplied, vendors and customers, government contracts, sufficiency of assets, product liability and warranty, broker-dealer matters, investment adviser matters, reports, agreements with regulatory agencies and no additional representation or warranties and no reliance.

Representations and Warranties of Motive and Merger Sub

Motive and Merger Sub have made representations and warranties relating to, among other things, company organization, due authorization, no conflict, litigation and proceedings, SEC filings, internal controls, listing, financial statements, governmental authorities and consents, trust account, Investment Company Act and JOBS Act, no undisclosed liabilities, capitalization, brokers’ fees, indebtedness, taxes, business activities, stock market quotation, affiliate agreements, absence of changes, broker-dealer matters and no additional representations or warranties.

Survival of Representations and Warranties

Except in the case of claims against a person in respect of such person’s actual fraud, the representations and warranties of the respective parties to the Merger Agreement will not survive the Closing.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of Forge are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Under the Merger Agreement, certain representations and warranties of Motive are qualified in whole or in part by a material adverse effect on the ability of Motive to consummate the transactions contemplated by the Merger Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Merger Agreement, a material adverse effect with respect to Forge (“Forge Material Adverse Effect”) means any change, event, effect, development or occurrence (each, an “Effect”), that, individually or when aggregated with other Effect(s): (i) has had a materially adverse effect on the business, assets, financial condition or results of operations of Forge and its subsidiaries, taken as a whole; or (ii) is reasonably likely to prevent the ability of Forge to consummate the transactions contemplated by the Merger Agreement. However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Forge Material Adverse Effect” pursuant to clause (i) above:

(a)

acts of war or terrorism, or any escalation or worsening of any such acts of war or terrorism, or changes in global, national or regional political or social conditions;

(b)

earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or a government authority (including the COVID-19 virus) or other natural or man-made disasters;

(c)

Effects attributable to the public announcement or pendency of the transactions contemplated herein (including the impact thereof on relationships, contractual or otherwise with customers, suppliers, employees, contractors, vendors, partners, licensors, licensees, or payors);

(d)

changes or proposed changes in law, regulations or interpretations thereof or decisions by courts or any governmental authority first announced after the date of the Merger Agreement;

(e)

changes or proposed changes in applicable law or GAAP (or any interpretation thereof) first announced after the date of the Merger Agreement;

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(f)

any change in economic, political, business or market conditions generally, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States or anywhere else in the world;

(g)

Effects generally affecting the industries and markets in which Forge operates;

(h)

any failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position; and

(i)

any actions expressly required to be taken, or expressly required not to be taken, pursuant to the terms of the Merger Agreement;

If an Event referred to in clause (b), (d), (e), (f) or (g) above disproportionately adversely affects Forge and its subsidiaries, taken as a whole, compared to other persons operating in the same industry as Forge and its subsidiaries, then such disproportionate impact may be taken into account in determining whether a Forge Material Adverse Effect has occurred.

Covenants and Agreements

Forge has made covenants relating to, among other things, operation of the business prior to consummation of the Merger, inspection, preparation and delivery of certain audited and unaudited financial statements, affiliate agreements, consents, shareholder approval and trading in Motive’s securities.

Motive has made covenants relating to, among other things, shareholder litigation, trust account proceeds and related available equity, listing, conduct of business, PIPE subscriptions, the Domestication and the post-closing directors and officers of Motive.

Both Forge and Motive have made covenants, relating to, among other things, the HSR Act and other antitrust filings, preparation of this proxy statement/prospectus, and the associated shareholders’ meeting and approvals, support of the transaction, certain tax matters, cooperation and consultation, no solicitation, notification, indemnification and insurance and section 16 matters.

Conduct of Business by Forge

Forge has agreed that from the date of the Merger Agreement through the earlier of the Closing or the termination of the Merger Agreement (the “Interim Period”), it will, and will cause its subsidiaries to, except as otherwise explicitly contemplated by the Merger Agreement, including the applicable portion of the Forge disclosure letter thereto (the “Forge Disclosure Letter”), or the ancillary agreements, as required by applicable law (including any requirements with respect to COVID-19), as taken in good faith by Forge or any of its subsidiaries in response to COVID-19 if prior to taking such action Forge (to the extent reasonably practicable) notified Motive of such action and took into account in good faith any suggestions of Motive with respect to such action, or as consented to by Motive in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) operate the business of Forge in the ordinary course consistent with past practice.

During the Interim Period, Forge has also agreed not to, and to cause its subsidiaries not to, except as otherwise contemplated by the Merger Agreement, including the applicable portion of the Forge Disclosure Letter, or the ancillary agreements, as required by applicable law (including any requirements with respect to COVID-19), as taken in good faith by Forge or any of its subsidiaries in response to COVID-19 if prior to taking such action Forge (to the extent reasonably practicable) notified Motive of such action and took into account in good faith any suggestions of Motive with respect to such action, or as consented to by Motive in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied):

(a)

change or amend the governing documents of Forge or any of Forge’s subsidiaries;

(b)

(i) except for equity-based awards or other securities (including debt securities) convertible into or exchangeable or exercisable for Forge common stock representing no more than 1,000,000 shares of Forge common stock (on an as converted to Forge common stock basis), issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other securities in, Forge or any of its subsidiaries or (ii) make or declare any cash or non-cash dividend or distribution to the Forge common stock holders, or make any other distributions in respect of any of the Forge common stock or equity interests of Forge, except dividends and distributions by a wholly-owned subsidiary of Forge to Forge or another wholly-owned subsidiary of Forge;

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(c)

split, combine, reclassify, recapitalize or otherwise amend any terms of any securities or series of Forge’s or any of its subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly owned subsidiary of Forge that remains a wholly owned subsidiary of Forge after consummation of such transaction;

(d)

purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of Forge or its subsidiaries, except for (i) the acquisition by Forge or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests (other than Forge awards) of Forge or its subsidiaries in connection with the forfeiture or cancellation of such interests and (ii) transactions between Forge and any wholly owned subsidiary of Forge or between wholly owned subsidiaries of Forge;

(e)

sell, assign, transfer, convey, lease or otherwise dispose of any material tangible assets or properties of Forge or its subsidiaries, taken as a whole, except for (i) transactions among Forge and its wholly owned subsidiaries or among its wholly owned subsidiaries, (ii) transactions in the ordinary course of business consistent with past practice and (iii) the disposition of equipment in the ordinary course of business consistent with past practice;

(f)

disclose, agree to disclose, grant to, or agree to grant to, any person rights to any intellectual property owned by Forge or its subsidiaries, or dispose of, abandon, transfer, license or permit to lapse any rights to any such intellectual property, other than non-exclusive licenses for the development, research, manufacture, distribution, or use of such intellectual property or Forge products granted in the ordinary course or pursuant to written confidentiality obligations;

(g)

except as otherwise required by law, existing Forge benefit plans, or certain contractual obligation, (i) grant any equity-based compensation, severance, retention, change in control or termination or similar pay or award to officers or directors of Forge, or to employees or individual services providers whose annual compensation exceeds $500,000, (ii) make any change in the key management structure of Forge or any of Forge’s subsidiaries, including the hiring of additional officers or the termination of existing officers, other than terminations for cause or due to death or disability, (iii) terminate, adopt, enter into or materially amend any Forge benefit plan, (iv) materially increase the cash compensation or bonus opportunity of any employee, director or other individual service provider, except in the ordinary course of business consistent with past practice, (v) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Forge or any of Forge’s subsidiaries, except in the ordinary course of business consistent with past practice;

(h)

enter into or extend any collective bargaining agreement or similar labor agreement, other than as required by applicable law, or recognize or certify any labor union, labor organization, or group of employees of Forge or its subsidiaries as the bargaining representative for any employees of Forge or its subsidiaries;

(i)

(x) merge, consolidate or combine with any person or (y) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

(j)

(i) issue or sell any debt securities or warrants or other rights to acquire any debt securities of Forge or any subsidiary of Forge or otherwise incur, advance, make capital contributions to, or investments in, or assume any indebtedness (including any loan pursuant to the provisions of the CARES Act), (ii) guarantee any indebtedness of another person except in the ordinary course of business consistent with past practice, (iii) make or commit to make capital expenditures other than in an amount not in excess of $1,000,000, in the aggregate other than in the ordinary course of business and consistent with past practice, or (iv) except in the ordinary course of business consistent with past practice, create any material liens on any material property or assets of any of Forge or any of its subsidiaries in connection with any indebtedness thereof (other than permitted liens);

(k)

(i) make or change any material election in respect of material taxes, (ii) amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement in respect of material taxes executed on or prior to the Closing or enter into any tax indemnification, tax sharing or similar agreement, (v) settle any claim or assessment in respect of material taxes, (vi) surrender or allow to expire any right to claim a refund of taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes or in respect to any tax attribute that would give rise to any claim or assessment of material taxes, (viii) file or cause to be filed any tax return other than on a basis consistent with past practice or (ix) fail to pay taxes when due;

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(l)

waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, litigation or other legal proceedings other than any settlement that is solely monetary in nature and does not include any findings or admission of wrongdoing by Forge or its subsidiaries;

(m)

take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations;

(n)

adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Forge or its subsidiaries (other than the Merger); or

(o)

authorize, agree in writing or otherwise agree, commit or resolve to take any of the foregoing actions.

Conduct of Business of Motive

Motive has agreed that during the Interim Period it will, and will cause Merger Sub to, except as otherwise explicitly contemplated by the Merger Agreement, including the applicable portion of the Motive disclosure letter thereto (the “Motive Disclosure Letter”), or the ancillary agreements, as required by applicable law, as taken in good faith by Motive or any of its subsidiaries in response to COVID-19 if prior to taking such action Motive (to the extent reasonably practicable) notified Forge of such action and took into account in good faith any suggestions of Forge with respect to such action, or as consented to by Forge in writing, operate the business of Forge in the ordinary course consistent with past practice.

During the Interim Period, Forge has also agreed not to, and to cause its subsidiaries not to, except as otherwise contemplated by the Merger Agreement, including the applicable portion of the Motive Disclosure Letter, or the ancillary agreements, as required by applicable law (including any requirements with respect to COVID-19), as taken in good faith by Motive or any of its subsidiaries in response to COVID-19 if prior to taking such action Motive (to the extent reasonably practicable) notified Forge of such action and took into account in good faith any suggestions of Forge with respect to such action, or as consented to by Forge in writing:

(a)

seek any approval from the Motive’s shareholders to change, modify or amend the Trust Agreement or the governing documents of Motive or Merger Sub, except as contemplated by the Proposals;

(b)

split, combine, reclassify, recapitalize or otherwise amend any terms of any securities or series of Motive’s or any of its subsidiaries’ capital stock or equity interests;

(c)

(i) make or declare any dividend or distribution (whether cash or non-cash) in respect of any equity security or security holder of Motive or make any other distributions in respect of any of Motive’s or its subsidiaries’ equity securities, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of Motive’s or any of its subsidiaries’ equity securities or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding equity securities of Motive or Merger Sub, other than a redemption of shares of Motive Class A Shares effectuated in connection with the Merger;

(d)

(i) make or change any material election in respect of material taxes, (ii) amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any closing agreement in respect of material taxes or enter into any tax indemnification, tax sharing or similar agreement, (v) settle any claim or assessment in respect of material taxes, (vi) surrender or allow to expire any right to claim a refund of material taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes or in respect to any tax attribute that would give rise to any claim or assessment of material taxes, (viii) file or cause to be filed any tax return other than on a basis consistent with past practice or (ix) fail to pay taxes when due;

(e)

(f)

(i) issue, sell or otherwise incur any indebtedness, (ii) guarantee any indebtedness of another person, (iii) make or commit to make capital expenditures, or (iv) permit any liens on any property or assets on Motive, Merger Sub or any of their respective affiliates;

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(g)

(A) issue, sell, pledge, dispose of, grant or encumber any securities of Motive or securities exercisable for or convertible into securities of Motive, other than the issuance of the Securities Merger Consideration, pursuant to the PIPE Investment or the A&R FPA, (B) grant any options, warrants or other equity-based awards with respect to securities of Motive not outstanding on the date hereof, or (C) amend, modify or waive any material terms or rights set forth in any Motive warrant or the warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(h)

other than with respect to any working capital loan and the A&R FPA, enter into, renew or amend in any material respect, any transaction or contract with an affiliate of Motive or Merger Sub (including, for the avoidance of doubt, (i) the Sponsor and (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

(i)

waive, release, compromise, settle or satisfy any legal proceeding other than any settlement is solely monetary in nature and does not: (x) exceed $250,000 in the aggregate or (y) include any findings or admission of wrongdoing by the Motive or its subsidiaries and any payments related to such settlement are made prior to the Closing;

(j)

amend the Trust Agreement or any other agreement related to the Trust Account; or

(k)

enter into any agreement to do any of the foregoing.

Covenants of Motive

Pursuant to the Merger Agreement, Motive has agreed, among other things, to:

●

except for any information, the disclosure of which would limit the protection of the attorney-client privilege, and to the extent permitted by applicable law, afford Forge and its accountants, counsel and other representatives reasonable access during the Interim Period to Motive’s and its subsidiaries’ officers, employees, agents, properties, offices, facilities, books and records (including tax records) and contracts and furnish such representatives such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Motive and its subsidiaries as Forge or its representatives may reasonably request;

●

provide Forge with certain notice, consultation, participation and consent rights related to any shareholder demand, litigation or other shareholder legal proceeding (including derivative claims) relating to the Merger Agreement or any Ancillary Agreement;

●

take certain actions so that the Trust Amount will released from the trust account at Closing and so that the trust account will terminate thereafter, in each case, pursuant to the terms of and subject to the conditions of the Trust Agreement;

●

during the Interim Period, ensure Motive remains listed as a public company on the NYSE and apply for the listing of the Domestication Common Stock and Domestication Public Warrants issuable in connection with the Domestication, the Merger, the Pipe Investment and the A&R FPA Investment;

●

use its reasonable best efforts to take, or to cause to be taken, all actions required, or that it otherwise deems to be proper or advisable to complete the transactions contemplated by the Subscription Agreements on the terms described therein, including using reasonable best efforts to (i) comply with its obligations under the Subscription Agreements, (ii) maintain in effect the Subscription Agreements in accordance with the terms and conditions thereof, (iii) satisfy on a timely basis all conditions and covenants applicable to Motive set forth in the applicable Subscription Agreements within its control, (iv) consummate the PIPE Transaction when required pursuant to the Merger Agreement and (v) enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to Motive the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement with its terms;

●

subject to approval of Motive Shareholders, cause the Domestication to become effective prior to the effective time of the Merger (see “Domestication Proposal”); and

●

take all such action within its power as may be necessary or appropriate such that immediately following the effective time of the Merger:

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●

the board of directors of New Forge shall consist of nine directors, which shall initially be comprised of two directors designated by Motive and seven directors designated by Forge; and

●

the initial officers of New Forge will be as set forth in the Forge Disclosure Letter, who will serve in such capacity in accordance with the terms of the governing documents of New Forge following the effective time of the Merger.

Covenants of Forge

Pursuant to the Merger Agreement, Forge has agreed, among other things, to:

●

except for any information, the disclosure of which would limit the protection of the attorney-client privilege, and to the extent permitted by applicable law, afford Motive and its accountants, counsel and other representatives reasonable access during the Interim Period to Forge’s and its subsidiaries’ officers, employees, agents, properties, offices, facilities, books and records (including tax records) and contracts and furnish such representatives such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Forge and its subsidiaries as Motive or its representatives may reasonably request;

●

deliver to Motive, as soon as reasonably practicable (i) audited consolidated financial statements (together with the auditor’s reports thereon) of Forge and its subsidiaries as of and for (A) the years ended December 31, 2020 and December 31, 2019 and (B) unaudited financial statements of Forge and its subsidiaries as of and for the three- and six- month periods ended June 30, 2021;

●

at or prior to Closing, terminate and settle all Affiliate Agreements (as defined in the Merger Agreement) set forth in the applicable section of the Forge Disclosure Letter without further liability to Motive, Forge or any of its subsidiaries;

●

use commercially reasonable efforts during the Interim Period to obtain consents of certain parties set forth on the Forge Disclosure Letter;

●

to solicit the agreement and written consent of Forge shareholders for the Merger Agreement and the transactions contemplated thereby; and

●

while it is in possession of material nonpublic information of Motive, not purchase or sell any securities of Motive, communicate such information to any third party, take any other action with respect to Motive in violation of such laws or encourage any third party to do any of the foregoing.

Joint Covenants of Motive and Forge

In addition, each of Motive and Forge has agreed, among other things, to take certain actions set forth below.

●

Each of Motive and Forge will (and, to the extent required, will cause its affiliates to) comply promptly, but in no event later than ten business days after the date of the Merger Agreement, with the notification and reporting requirements of the HSR Act.

●

Each of Motive and Forge will (and, to the extent required, will cause its affiliates to) (i) request early termination of any waiting period or periods under the HSR Act and exercise its reasonable best efforts to (x) obtain termination or expiration of the waiting period or periods under the HSR Act and (y) prevent the entry, in any legal proceeding brought by an antitrust authority or any other person, of any governmental order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by the Merger Agreement and (ii) take certain other actions to cooperate to avoid any governmental order from an antitrust authority that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including sharing relevant information with the other parties thereto for such purposes and each pay one-half of any applicable antitrust filing.

●

Each of Motive and Forge will (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or governmental authorization under laws prescribed or enforceable by any governmental authority for the transactions contemplated by the Merger Agreement (including by filing the applicable materials with FINRA within five business days after the date of the Merger Agreement) and to resolve any objections as may be asserted

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by any governmental authority with respect to the transactions contemplated by the Merger Agreement; and (ii) cooperate fully with each other in the defense of such matters.

●

Motive and Forge will jointly prepare and Motive will file with the SEC the proxy statement/prospectus in connection with the registration under the Securities Act of (i) the shares of Domestication Common Stock and Domestication Warrants to be issued in connection with the Domestication and (ii) the shares of Domestication Common Stock that constitute the Securities Merger Consideration.

●

Each of Motive and Forge will use its reasonable best efforts to cause the proxy statement/prospectus to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the registration statement effective as long as is necessary to consummate the transactions contemplated by the Merger Agreement and otherwise ensure that the information contained in the proxy statement/prospectus contains no untrue statement of material fact or material omission.

●

Motive will, as promptly as practicable after the registration statement is declared effective under the Securities Act, (i) disseminate the proxy statement/prospectus to shareholders of Motive, (ii) give notice, convene and hold a meeting of the shareholders to vote on the Proposals, in each case in accordance with its governing documents then in effect and Section 710 of the NYSE listing standards, for a date no later than 30 business days following the date the registration statement is declared effective, (iii) solicit proxies from the holders of public shares of Motive to vote in favor of each of the Proposals, and (iv) provide its shareholders with the opportunity to elect to effect a redemption.

●

Motive and Forge will each, and will each cause their respective subsidiaries to use reasonable best efforts to, obtain all material consents and approvals of third parties that any of Motive, Forge, or their respective affiliates are required to obtain in order to consummate the Merger.

●

Motive and Forge will each, and will each cause their respective subsidiaries and its and their representatives to, prior to the Closing, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by the Merger Agreement.

●

Each of Motive and Forge will, and will each cause their respective subsidiaries and shall direct its and their representatives not to, initiate any negotiations or enter into any agreements for certain alternative transactions and to terminate any such negotiations ongoing as of the date of the Merger Agreement.

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Each of Motive and Forge will, during the Interim Period, notify the other if it becomes aware of any fact or condition that arises during the Interim Period that constitutes a material breach of a representation or warranty or a covenant under the Merger Agreement.

●

Motive agrees that all rights to indemnification or exculpation existing in favor of the directors and officers of Forge as provided in Forge’s governing documents or otherwise listed on the Forge Disclosure Letter, in either case, solely with respect to any matters occurring on or prior to the Closing, will continue in full force and effect from and after the Closing for a period of six years, and Forge will perform and discharge all obligations to provide such indemnity and exculpation during such six-year period.

●

Each of Motive and Forge will purchase a “tail” policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of those persons who are were covered by any comparable insurance policies of the Motive or Forge, respectively, as of the date of the Merger Agreement.

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Each of Forge and Motive will, prior to the Closing, take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of shares of Forge shares or acquisitions of shares of Motive (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated by the Merger Agreement by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated thereby to be exempt under Rule B-3 promulgated under the Exchange Act.

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Closing Conditions

The consummation of the Merger is conditioned upon the satisfaction or waiver by the applicable parties to the Merger Agreement of the conditions set forth below. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger may not be consummated. There can be no assurance that the parties to the Merger Agreement would waive any such provisions of the Merger Agreement.

Minimum Cash Condition

Conditions to the Obligations of Each Party

The obligations of each party to the Merger Agreement to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

●

the approval of the Cross-Conditioned Proposals;

●

the approval of Forge’s shareholders shall have been obtained;

●

Motive will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

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the waiting period or periods under the HSR Act applicable to the transactions contemplated by the Merger Agreement and the ancillary agreements will have expired or been terminated;

●

specified approvals, registrations, declarations and other filings of and with governmental authorities and the expiration of any applicable waiting periods, in each case, having been obtained, filed or expired (as applicable);

●

specified consents and approvals of third parties have been obtained or filed;

●

there will not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award (entered by or with any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal (a “Governmental Order”), in each case, to the extent such governmental authority has jurisdiction over the parties to the Merger Agreement with respect to the transactions contemplated thereby), statute, rule or regulation enjoining or prohibiting the consummation of the Merger;

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the board of Motive has been expanded to nine and persons by Forge to be directors have been approved by Motive’s shareholders or otherwise have been replaced in accordance with the Merger Agreement (in each case, with such appointments to take effect immediately following the Closing); and

●

the registration statement shall has been declared effective by the SEC and remains effective, with no stop order or similar order in effect with respect thereto.

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Conditions to the Obligations of Motive and Merger Sub

The obligations of Motive and Merger Sub to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Motive and Merger Sub:

●

certain of the representations and warranties of Forge pertaining to Forge’s organization, subsidiaries, authorization, capitalization and brokers fees will be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct in all material respects at and as of such date;

●

each of the remaining representations and warranties of Forge contained in the Merger Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Forge Material Adverse Effect;

●

each of the covenants of Forge and its subsidiaries to be performed as of or prior to the Closing will have been performed in all material respects; and

●

no Forge Material Adverse Effect shall have occurred since the date of the Merger Agreement.

Conditions to the Obligations of Forge

The obligation of Forge to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following conditions any one or more of which may be waived in writing by Forge:

●

certain of the representations and warranties of Motive pertaining to Motive’s organization, authorization, capitalization and broker’s fees will be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct in all material respects at and as of such date;

●

each of the remaining representations and warranties of Motive contained in the Merger Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date, except with respect to such representations and warranties that are made as of an earlier date, which representations and warranties will be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Motive;

●

each of the covenants of Motive and its subsidiaries to be performed as of or prior to the Closing will have been performed in all material respects;

●

no material adverse effect on Motive shall have occurred since the date of the Merger Agreement;

●

the shares of Domestication Common Stock and Domestication Public Warrants to be issued in connection with the Merger (including the Pipe Investment and the A&R FPA Investment) will have been approved for listing on NYSE and Motive reasonably expects to satisfy, immediately following the Closing, all applicable initial and continuing listing requirements of the NYSE and Motive shall not have received any notice of non-compliance therewith; and

●

the Minimum Cash Condition. For more information, see “— Minimum Cash Condition” above.

Termination; Effectiveness

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Closing:

●

by mutual written consent of Motive and Forge;

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by either party if the Closing has not occurred on or before the date that is nine months after the date of the Agreement (the “Agreement End Date”); provided, however, that if Motive’s shareholders approve the Cross-Conditioned Proposals prior to the Agreement End Date, the Agreement End Date shall be extended by 30 days;

●

by either party if Motive shareholders fail to approve the Cross-Conditioned Proposals;

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by Motive if Forge fails to obtain and deliver to Motive the approval of the Merger by the shareholders of Forge within five days following the date on which the SEC declares this registration statement effective;

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by either party if there is a final non-appealable Governmental Order preventing the consummation of the transactions contemplated by the Merger Agreement;

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by Motive as a result of breach by Forge that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Agreement End Date or 30 days after receipt of notice from Motive;

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by Forge as a result of breach by Motive or Merger Sub that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Agreement End Date or 30 days after receipt of notice from Forge; and

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by Motive (a) if Forge fails to deliver its PCAOB-compliant audited financials for the years ended December 31, 2020 and December 31, 2019 (the “PCAOB Financials”) within 60 days after the date of the Merger Agreement; provided, that Motive may not terminate the Merger Agreement as a result of the foregoing at any time after Forge delivers the PCAOB Financials to Motive or (b) in the event that there are differences between the PCAOB Financials as of and for the year ended December 31, 2020 and the corresponding Unaudited Financial Statements (as defined in the Merger Agreement) that are material and adverse to Forge and its subsidiaries, taken as a whole; provided, that Motive must exercise such termination right, if available, by the earlier of: (1) 5:00 p.m. Eastern Time on fifth business day after Forge delivers the PCAOB Financials to Motive and (2) the time of the initial filing of this registration statement / proxy statement with the SEC.

In the event of the termination of the Merger Agreement, the Merger Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or shareholders, other than liability of Forge, Motive, or Merger Sub, as the case may be, for any willful and material breach of the Merger Agreement occurring prior to such termination, other than with respect to certain exceptions contemplated by the Merger Agreement (including the terms of the Confidentiality Agreement) that will survive any termination of the Merger Agreement.

Waiver; Amendments

No provision of the Merger Agreement may be waived unless such waiver is in writing and signed by the party or parties against whom such waiver is effective. Any party to the Merger Agreement may, at any time prior to the Closing, by action taken by its board of directors, board of managers, managing member or other officers or persons thereunto duly authorized, (a) extend the time for the performance of the obligations or acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties (of another party hereto) that are contained in the Merger Agreement or (c) waive compliance by the other parties hereto with any of the agreements or conditions contained in the Merger Agreement, but such extension or waiver will be valid only if in writing signed by the waiving party.

The Merger Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing that is executed in the same manner as the Merger Agreement and which makes reference to the Merger Agreement.

Fees and Expenses

If the Closing does not occur, each party to the Merger Agreement will be responsible for and pay its own expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including all fees of its legal counsel, financial advisers and accountants. If the Closing occurs, New Forge will, upon the consummation of the Merger, pay or cause to be paid all accrued and unpaid transaction expenses of Motive and pay or cause to be paid all accrued and unpaid transaction expenses of Forge.

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Other Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. 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 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 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.

A&R FPA

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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 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. Each Stockholder Support Agreement provides, among other things, that each Supporting Forge Shareholder will execute and deliver a written consent with respect to the outstanding Forge securities held by such Supporting Forge Shareholder voting 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 shareholders including Jill M. Considine, Stephen C. Daffron, Dina Dublon and Paula Madoff, and certain Forge shareholders including Asiff Hirji, Hirjii- Wigglesworth 2021 Grantor Retained Annuity Trust, Hirji-Wigglesworth Partners, LP, Kelly Rodriques, Operative Capital LLP, Operative Capital SPV I, LLC, Operative Capital LLC, Mark Lee, Norbert Ngethe, Jose Cobos, Sohail Prasad, Samvit Ramadurgam, Gil Silberman, Deutsche Borse AG, Stephen George, Panorama Growth Partners II, LP, Panorama Equidate Co-Investment, LLC, FTP Equidate, LLC, FTP Credit Holdings LLC and Ossa Investments Pte. Ltd (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.

The Company will be required under the A&R Registration Rights Agreement to register up to approximately 80.3 million shares of Domestication Common Stock (assuming the no redemptions scenario).

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Lock-Up

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.”

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. 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.”

●

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, (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

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December 31, 2020, as well as Forge's recent growth in certain key financial metrics (including net revenue) the current 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;

●

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;

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

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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;

●

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

●

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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”.

Certain Projected Financial Information

In connection with its consideration of the proposed transaction, the board of directors of Motive was provided, prior to finalizing the Merger Agreement, prospective financial information prepared by management of Forge (collectively, and as set forth below, the “Projections”).

The Projections are included in this proxy statement/prospectus solely to provide Motive shareholders access to information made available in connection with the board of directors’ consideration of the proposed Business Combination. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were prepared.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC, GAAP, or the American Institute of Certified Public Accountants with respect to prospective financial information. The Projections have not been audited. Neither the independent registered public accounting firms of Forge nor Motive or any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and Motive’s and Forge’s independent accounting firms assume no responsibility for, and disclaim any association with, the Projections.

The Projections were prepared in good faith in July 2021 by Forge’s management based on their reasonable best estimates and assumptions with respect to the expected future financial performance of Forge at the time the Projections were prepared and speak only as of that time.

The Projections were based on numerous variables and assumptions made by Forge management at the time prepared with respect to matters specific to Forge. The Forge management team considered the following material estimates and hypothetical assumptions with respect to the development of the Projections:

●

projected 20-26% growth of revenue less transaction-based expenses through 2023; and

●

assumed capitalization of internally developed software starting in 2022.

In developing the Projections and the material estimates and hypothetical assumptions with respect to revenue less transaction-based expenses growth rates, Forge management considered, among other things, the following assumptions:

●

Continued expansion in the number of private companies traded on Forge’s platform, along with additional employee interest in liquidity options for existing customers;

●

Corresponding growth in opportunities for Forge Company Services to assist these growing private companies with liquidity programs for employees and investors;

●

Increased customer base through expanded marketing programs and increased brand awareness of Forge’s product offerings;

●

Expanded geographic opportunities arising out of the growth in private company unicorns globally in primary overseas markets in Asia and Europe;

●

Continued improvement in technology, increasing efficiency and productivity;

●

Growth in Forge Trust accounts, driving increase in custodial revenue opportunities; and

●

Growth in revenue from Forge’s recently launched Forge Data product offering.

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While presented with numerical specificity, the Projections are forward-looking and reflect numerous estimates and assumptions with respect to future industry performance under various industry scenarios with respect to matters specific to the businesses of Forge, all of which are difficult to predict and many of which are beyond the preparing parties’ control including, among other things, the matters described in the sections entitled “Forward-Looking Statements; “Forge’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors.” Additionally and without limitation, the Projections did not factor in any specific new initiatives or acceleration of strategic goals which could increase the pace of the Company's investment spending and decrease near-term Adjusted EBITDA. Furthermore, additional costs associated with meeting public company requirements were estimated, but may turn out to be higher than expected.

The Projections were prepared solely for internal-use to assist Motive in its evaluation of Forge and the proposed Business Combination and as part of the PIPE Investment process. Forge has not warranted the accuracy, reliability, appropriateness or completeness of the Projections to anyone, including Motive. Neither Forge’s management nor any of its representatives have made or makes any representations to any person regarding the ultimate performance of Forge relative to the Projections. The Projections are not fact. The Projections are not a guarantee of actual future performance. The future financial results of Forge may differ materially from those expressed in the Projections due to factors beyond either of their ability to control or predict.

The Projections are not included in this proxy statement/prospectus in order to induce any Motive shareholder to vote in favor of any of the Proposals at the Extraordinary Meeting.

We encourage you to review Forge’s financial statements included in this proxy statement/prospectus as well as the sections entitled “Selected Historical Financial Information of Forge” and “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and to not rely on any single financial measure.

Neither Motive, Forge nor any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized.

Certain of the Projections summarized below were not prepared in accordance with GAAP. Forge’s calculation of non-GAAP financial measures may differ from others in the industry and are not necessarily comparable with similar titles used by other companies. The non-GAAP financial measures were relied upon by the board of directors of Motive in connection with its consideration of the proposed Business Combination. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by the board of directors of Motive in connection with its consideration of the proposed Business Combination. Accordingly, we have not provided a reconciliation of the financial measures.

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The Projections. The Projections relied upon by the board of directors of Motive:


	Actuals									Projected
($ in 000’s)	2019A			2020A			2021P			2022P			2023P
P&L
Revenues	$	27,710		$	51,644		$	128,754		$	158,684		$	195,437
Transaction-Based Expenses		3,661			3,888			5,334			7,257			8,587

Total Revenue Less Transaction-Based Expenses	$	24,049		$	47,756		$	123,420		$	151,427		$	186,850
YoY Growth %					99	%		158	%		23	%		23	%

Total Operating Expense	$	38,695		$	55,373		$	152,945		$	178,216		$	211,549
Operating Income	$	(14,646)		$	(7,617)		$	(29,525)		$	(26,789)		$	(24,699)
Adjusted EBITDA	$	(6,544)		$	2,782		$	3,837		$	11,477		$	18,999
Adjusted EBITDA Margin %		(27)	%		6	%		3	%		8	%		10	%

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

On September 12, 2021, 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 and the transactions contemplated by the Merger Agreement 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.

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In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

reviewed a draft, dated September 11, 2021, of the Merger Agreement;

reviewed certain publicly available business and financial information relating to Motive and Forge that Houlihan Lokey deemed to be relevant;

reviewed certain information relating to the historical, current and future operations, financial condition and prospects of Forge made available to Houlihan Lokey by Forge and Motive, including financial projections prepared by the management of Forge relating to Forge for the fiscal years ending December 31, 2021 through December 31, 2023 (the “Projections”);

spoke with certain members of the managements of Motive and Forge and certain of their respective representatives and advisors regarding the business, operations, financial condition and prospects of Forge, the transactions contemplated by the transaction documents (the “Transaction”) and related matters;

compared the financial performance and operating characteristics of Forge with that of companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant; and

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, at Motive’s direction, Houlihan Lokey assumed that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of Forge as to the future financial results and condition of Forge. At Motive’s direction, Houlihan Lokey assumed that the Projections provided a reasonable basis on which to evaluate Forge and the Transaction and Houlihan Lokey, at Motive’s direction, used and relied upon the Projections for purposes of its analyses and opinion. Motive advised Houlihan Lokey and, at Motive’s direction, Houlihan Lokey assumed that the Projections were the only projections with respect to the future financial performance of Forge that Houlihan Lokey should use and rely upon for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Projections or the assumptions on which they were based. In reaching its conclusions under its opinion, with Motive’s consent, Houlihan Lokey did not rely upon (i) a discounted cash flow analysis of Forge, because, as Motive advised Houlihan Lokey and directed Houlihan Lokey to assume, there were no financial projections relating to Forge for any period following the fiscal year ending December 31, 2023, or for any period with sufficient detail to derive estimates of free cash flows, that Houlihan Lokey should have used and relied upon for purposes of its analyses and opinion, or (ii) a review of the publicly available financial terms of other transactions, because Houlihan Lokey did not identify a sufficient number of relevant transactions in which Houlihan Lokey deemed the acquired companies to be sufficiently similar to Forge. In addition, for purposes of its financial analyses and opinion, with Motive’s consent, Houlihan Lokey (i) did not perform any financial analyses to evaluate the value of Motive or to derive valuation reference ranges for any shares of Motive for purposes of comparison with the Aggregate Merger Consideration or otherwise, and (ii) assumed that the value of each share of Motive capital stock (including, without limitation, each share of Domestication Common Stock, Motive Class A Shares and Motive Class B Shares) was equal to $10.00 (with such $10.00 value being based on Motive’s initial public offering and Motive’s approximate cash per share of Motive Class A Shares outstanding (excluding, for the avoidance of doubt, the dilutive impact of outstanding shares of Motive Class B Shares or any warrants to purchase Motive Class A Shares or Motive Class B Shares)), notwithstanding the different voting rights and other non-financial terms of such shares that could impact their value, and (iii) assumed that the Aggregate Merger Consideration had a value equal to $1,500,000,000). Houlihan Lokey was advised by Motive that at the time there were no audited financial statements for Forge for the fiscal year ending December 31, 2020 and, accordingly, Houlihan Lokey relied upon and assumed, without independent verification, that there would be no information contained in any such financial statements, if available, not otherwise discussed with or reviewed by Houlihan Lokey that would have been material to its analyses or opinion. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Forge or Motive since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. Houlihan Lokey also relied upon and assumed, without independent verification, that the audited financial statements for Forge contemplated to be delivered to Motive following the date of the opinion would not reflect any such change, information or facts.

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Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Transaction would be satisfied without waiver thereof, and (d) the Transaction would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed, with Motive’s consent, that the Merger would qualify as a reorganization under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986, as amended. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Transaction would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of Forge or Motive, or otherwise have an effect on the Transaction, Forge or Motive or any expected benefits of the Transaction that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.

Houlihan Lokey also relied upon and assumed, without independent verification, the assessments of the management of Forge as to the existing and future relationships, agreements and arrangements with, and Forge’s ability to attract and retain, key customers, distributors, suppliers and other commercial relationships, and employees of Forge. Houlihan Lokey further relied upon, without independent verification, the assessments of the management of Forge as to Forge’s existing and future technology, products, product candidates, services and intellectual property and the validity of, and risks associated with, such technology, products, product candidates, services and intellectual property (including, without limitation, the validity and life of patents or other intellectual property, the timing and probability of successful testing, development and commercialization of such technology, products, product candidates and services, the approval thereof by appropriate governmental authorities, and the potential impact of competition), and Houlihan Lokey assumed, at Motive’s direction, that there would be no developments with respect to any such matters that in any respect would affect its analyses or opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Motive, Forge or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Motive or Forge was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Motive or Forge was or may have been a party or was or may have been subject. Houlihan Lokey did not express any opinion as to the outstanding litigation or investigations relating to Forge, as to which Houlihan Lokey understood that Motive had conducted such diligence and other investigations, and had obtained such advice from qualified professionals, as it deemed necessary. With respect to such litigation or investigations relating to Forge, Motive instructed Houlihan Lokey to assume, and Houlihan Lokey assumed, without independent verification, and based solely upon the assessment and judgment of the management and counsel of Motive, (i) that the aggregate amount of losses, if any, that could be assessed against or agreed to by Forge in connection with such litigation or investigations would not exceed the amount estimated by the management of Forge, and (ii) that no such litigation or investigations relating to Forge would otherwise affect Houlihan Lokey’s analyses or opinion.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Transaction, the securities, assets, businesses or operations of Motive, Forge or any other party, or any alternatives to the Transaction, (b) negotiate the terms of the Transaction, (c) advise the Motive board of directors, Motive or any other party with respect to alternatives to the Transaction, or (d) identify, introduce to the Motive board of directors, Motive or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the Transaction. Houlihan Lokey did not express any opinion as to what the value of the Domestication Common Stock actually would be when issued in the Transaction pursuant to the Merger Agreement or the price or range of prices at which the Motive Class A Shares, Motive Class B Shares, Domestication Common Stock, Forge common stock or Forge preferred stock may be purchased or sold, or otherwise be transferable, at any time.

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Houlihan Lokey’s opinion was furnished for the use of the Motive board of directors(in its capacity as such) in connection with its evaluation of the Transaction and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Motive board of directors, Motive, any security holder or any other party as to how to act or vote or make any election with respect to any matter relating to the Transaction 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.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Motive board of directors, Motive, its security holders or any other party to proceed with or effect the transaction, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise (other than the Aggregate Merger Consideration to the extent expressly specified in the opinion), including, without limitation, the support agreements to be entered into by Motive and certain stockholders of Forge, the Sponsor Support Agreement, the Subscription Agreements, the A&R FPA, the registration rights agreement to be entered into by the Sponsor and certain stockholders of Forge, the Forward Purchase, the Sponsor Transactions, the PIPE Investment or the Domestication, (iii) the fairness of any portion or aspect of the Transaction to the holders of any class of securities, creditors or other constituencies of Motive, or to any other party (including, without limitation, the potential dilutive or other effects of the Aggregate Merger Consideration, the Motive Class B Shares, the warrants to purchase Motive shares, or any other portion or aspect of the Transaction), (iv) the relative merits of the Transaction as compared to any alternative business strategies or transactions that might have been available for Motive or any other party, (v) the fairness of any portion or aspect of the Transaction to any one class or group of Motive’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Motive’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) the allocation of the Aggregate Merger Consideration between the Securities Merger Consideration and the Cash Merger Consideration, (vii) the appropriate capital structure of Motive, whether Motive should be issuing debt or equity securities or a combination of both in the Transaction, or the form, structure or any aspect or terms of any debt or equity financing for the Transaction (including, without limitation, the PIPE Investment or the A&R FPA Investment) or the likelihood of obtaining such financing, (viii) whether or not Motive, Forge, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Transaction, (ix) the solvency, creditworthiness or fair value of Motive, Forge or any other participant in the Transaction, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (x) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Transaction, any class of such persons or any other party, relative to the Aggregate Merger Consideration or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters requiring legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Motive board of directors, on the assessments by the Motive board of directors, Motive, Forge and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to Motive, Forge and the Transaction or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Forge and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Motive or Forge. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Motive board of directors in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Aggregate Merger Consideration or of the views of the Motive board of directors or management with respect to the Merger or the Aggregate Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiation between Motive and Forge, and the decision to enter into the Merger Agreement was solely that of the Motive board of directors.

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Financial Analyses

In preparing its opinion to the Motive board of directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Motive board of directors on September 12, 2021. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including enterprise value, which generally is the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing prices of the common stock of the selected companies listed below as of September 10, 2021. The estimates of the future financial performance of Forge relied upon for the financial analyses described below were based on the Projections, and estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

For purposes of its financial analyses, Houlihan Lokey assumed with Motive’s consent that (i) the value of each share of Domestication Common Stock to be issued in the Merger pursuant to the Merger Agreement was equal to $10.00 (with such $10.00 value being based on Motive’s initial public offering, the approximate closing price per share of Motive Class A Shares as of September 10, 2021 and Motive’s approximate cash per outstanding share of Motive Class A Shares (excluding, for the avoidance of doubt, the dilutive impact of outstanding Motive Class B Shares or any warrants to purchase Motive Class A Shares)) and (ii) the Aggregate Merger Consideration had a value equal to $1,500,000,000.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant.

The financial data reviewed included:

●

Enterprise value as a multiple of estimated net revenue for the 2021 fiscal year, or “FY 2021E” net revenue;

●

Enterprise value as a multiple of estimated net revenue for the 2022 fiscal year, or “FY 2022E” net revenue; and

●

Enterprise value as a multiple of estimated net revenue for the 2023 fiscal year, or “FY 2023E” net revenue.

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The selected companies and corresponding financial data included the following:


	Enterprise Value / Net Revenue
Selected Companies	FY 2021E	FY 2022E	FY 2023E
Specialty Exchanges
Coinbase Global, Inc.	7.2x	8.1x	7.3x
MarketAxess Holdings Inc.	22.4x	19.7x	17.9x
Tradeweb Markets Inc.	19.2x	17.3x	15.8x

Growth FinTech
Affirm Holdings, Inc.	32.7x	23.1x	17.3x
Alkami Technology, Inc.	14.2x	11.4x	9.1x
Avalara, Inc.	22.6x	18.3x	15.1x
BlackLine, Inc.	16.5x	13.7x	11.1x
BTRS Holdings Inc.	10.6x	8.9x	7.2x
Coupa Software Incorporated	27.6x	22.4x	17.7x
nCino, Inc.	26.1x	20.9x	16.4x
Paycom Software, Inc.	26.4x	21.3x	17.2x
Paylocity Holding Corporation	20.8x	16.9x	13.7x
Phreesia, Inc.	16.2x	13.2x	10.9x
Q2 Holdings, Inc.	10.0x	8.4x	7.0x

Emerging Marketplaces
Fiverr International Ltd.	23.5x	17.9x	14.0x
Upstart Holdings, Inc.	35.3x	24.8x	19.3x
Upwork Inc.	11.3x	9.1x	7.4x

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 11.0x to 13.0x FY 2021E net revenue, 9.0x to 11.0x FY 2022E net revenue and 7.0x to 9.0x FY 2023E net revenue to Forge’s FY 2021E net revenue, FY 2022E net revenue and FY 2023E net revenue, respectively. The selected companies analysis indicated implied total equity value reference ranges for Forge of approximately $1,420,600,000 to $1,667,500,000 based on FY 2021E net revenue, approximately $1,425,800,000 to $1,728,700,000 based on FY 2022E net revenue and approximately $1,371,000,000 to $1,744,700,000 based on FY 2023E net revenue, in each case as compared to the assumed value of the Aggregate Merger Consideration of $1,500,000,000.

Other Matters

Houlihan Lokey was engaged by Motive to provide an opinion to the Motive board of directors 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 engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by Motive, Houlihan Lokey became entitled to an aggregate fee of $550,000 for its services upon the delivery of its opinion, of which $100,000 became due in connection with Houilhan Lokey’s engagement by Motive, $250,000 became due upon the delivery of Houlihan Lokey’s opinion and the balance of which is due upon the earliest of (i) the consummation of the Merger or another business combination involving Motive and (ii) the commencement of proceedings to wind-up or dissolve Motive. Motive has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Motive, Forge or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and certain of its affiliates have in the past provided and are currently providing financial advisory services to Motive and have in the past provided and are currently providing investment banking, financial advisory and/or other financial or

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consulting services to Motive Capital Management, LLC (“Motive Partners”), an affiliate of the Sponsor, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Motive Partners (collectively, with Motive Partners, the “Motive Group”), for which Houlihan Lokey and its affiliates have received, and may receive, compensation, including, during the past two years, having provided certain valuation advisory services to Motive for financial reporting purposes and having acted as fund placement agent to Motive Partners in connection with fundraising for Motive Capital Fund I, for which Houlihan Lokey has received aggregate fees of approximately $3,000,000, and currently acting as fund placement agent to Motive Partners in connection with fundraising for Motive Capital Fund II. Houlihan Lokey also noted that Houlihan Lokey acted as financial advisor to SharesPost, Inc. in connection with its sale to Forge, which closed in November 2020, for which Houlihan Lokey received aggregate fees of approximately $625,000. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Motive, Forge, members of the Motive Group, other participants in the Transaction or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by Motive Partners, other participants in the Transaction or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with members of the Motive Group, other participants in the Transaction or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Motive, Forge, members of the Motive Group, other participants in the Transaction or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Satisfaction of the 80% Test

The rules of NYSE require that Motive’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for the payment of taxes and excluding the amount of any deferred underwriting discount held in trust) at the time of Motive’s signing a definitive agreement in connection with its initial business combination. Motive’s board of directors determined that this test was met in connection with the proposed Business Combination.

Interests of Certain Persons in the Business Combination

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:

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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 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.

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Total Domestication Common Stock to Be Issued in the Business Combination

In connection with the Business Combination, New Forge will issue (i) at least million shares of Domestication Common Stock to Forge Stockholders (for more information regarding certain adjustments, see “— The Merger Agreement — Consideration — Aggregate Merger Consideration” above), (ii) up to 14 million shares of Domestication Common Stock to the A&R FPA Investors, (iii) 6.85 million shares of Domestication Common Stock to the PIPE Investors, (iv) million shares of Domestication Common Stock to public shareholders in connection with the Domestication and exchange of Motive Class A Shares, (v) million shares of Domestication Common Stock to the Sponsor shareholders in connection with the Domestication and exchange of Motive Class B Shares.

Sources and Uses

The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that no Motive Class A Shares are redeemed in connection with the Business Combination, and assuming the Cash Merger Consideration is $100 million (“No Redemptions”), and (ii) that all Motive Class A Shares are redeemed in connection with the Business Combination (“Maximum Redemptions”). The Maximum Redemptions scenario assumes that the $68.5 million received as proceeds from the PIPE Investment and $140 million received as proceeds from the A&R FPA are sufficient to satisfy the $208.5 million Minimum Cash Condition.

Estimated Sources and Uses (No Redemptions, in millions)


Sources			Uses
Rollover Equity of Sellers	$	1,400	Stock Consideration to Sellers	$	1,400
Motive Cash Held in Trust⁽¹⁾		414.0	Cash Consideration to Sellers		100.0
PIPE Investment		68.5	Cash on Balance Sheet⁽²⁾		80.5
A&R FPA		50.0	Estimated Transaction Expenses⁽³⁾		60.0
Cash on Balance Sheet⁽²⁾		80.5	Cash to Balance Sheet		372.5
Total Sources	$	2,013.0	Total Uses	$	2,013.0

(1)	Represents the expected amount of the funds held in the trust account upon consummation of the Business Combination.

(2)	Represents the expected amount of cash on Forge’s balance sheet at the Business Combination.

(3)	Represents the total estimated transaction and financial advisory fees and expenses incurred by Motive and Forge as part of the Business Combination. Excludes management cash incentive compensation.

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Estimated Sources and Uses (Maximum Redemptions, in millions)


Sources			Uses
Rollover Equity of Sellers	$	1,500	Stock Consideration to Sellers	$	1,500
Motive Cash Held in Trust⁽¹⁾		414.0	Cash Consideration to Sellers		0.0
PIPE Investment		68.5	Cash on Balance Sheet⁽²⁾		80.5
A&R FPA		140.0	Estimated Transaction Expenses⁽³⁾		60.0
Cash on Balance Sheet⁽²⁾		80.5	Cash to Balance Sheet		148.5
			Shareholder Redemptions		414.0
Total Sources	$	2,203.0	Total Uses	$	2,203.0

(1)	Represents the expected amount of the funds held in the trust account upon consummation of the Business Combination.

(2)	Represents the expected amount of cash on Forge’s balance sheet at the Business Combination.

(3)	Represents the total estimated transaction and financial advisory fees and expenses incurred by Motive and Forge as part of the Business Combination. Excludes management cash incentive compensation.

Board of Directors Following the Business Combination

Assuming the approval of Proposal No. 5, will serve as directors following the consummation of the Business Combination. Pursuant to the terms of the Merger Agreement, immediately prior to the consummation of the Business Combination, Messrs. shall resign as directors of Motive. Please see the section entitled “Management after the Business Combination” for additional information.

Name; Headquarters

The name of New Forge after the Business Combination will be and our headquarters will be located at 415 Mission St., Suite 5510, San Francisco, CA 94105.

Appraisal Rights

Accounting Treatment

The Domestication

The Business Combination

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Material United States Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “U.S. Federal Income Tax Considerations”. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Information reporting and Backup Withholding

Generally, information returns will be filed with the IRS in connection with payments resulting from our redemption of Motive Class A Shares.

Backup withholding of tax (currently at a rate of 24%) may apply to cash payments to which a U.S. holder is entitled to in connection with our redemption of Motive Class A Shares, unless the U.S. holder (i) is exempt from backup withholding and demonstrates this fact in a manner satisfactory to the paying agent or (ii) provides a taxpayer identification number, certifies that such number is correct and that such holder is not subject to backup withholding, and otherwise complies with the backup withholding rules. Each U.S. holder should submit, signed under penalties of perjury, an IRS Form W-9. Backup withholding of tax may also apply to cash payments to which a Non-U.S. holder is entitled in connection with our redemption of Motive Class A Shares, unless the Non-U.S. holder submits an IRS Form W-8BEN (or other applicable IRS Form W-8), signed under penalties of perjury, attesting to such Non-U.S. holder’s status as non-U.S. person.

The amount of any backup withholding from a payment to a U.S. holder or Non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

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”). Under the Merger Agreement, Motive and Forge agreed to use their reasonable best efforts to obtain all required regulatory approval and agreed to request early termination of any waiting period under the HSR Act. Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. Motive and Forge have determined that the Business Combination is not subject to these requirements. On October 1, 2021, Forge and Motive filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and the applicable waiting period expired on November 1, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

None of Motive or Forge are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the issued and outstanding 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.

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The Business Combination Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of Motive Ordinary Shares.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that Motive Capital Corp’s entry into the Agreement and Plan of Merger, dated as of September 13, 2021 (the “Merger Agreement”), by and among Forge Global, Inc. and FGI Merger Sub, Inc. (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, among other things, following the Domestication of Motive Capital Corp to Delaware and changing its name to , the merger of FGI Merger Sub, Inc. with and into Forge Global, Inc. (“Merger”), with Forge Global, Inc. surviving the Merger as a wholly owned subsidiary of , in each case in accordance with the terms and subject to the conditions of the Merger Agreement, be approved, ratified and confirmed in all respects.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

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PROPOSAL NO. 2 — THE REDOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then Motive is asking its shareholders to approve the Redomestication Proposal. Under the Merger Agreement, the approval of the Redomestication Proposal is also a condition to the consummation of the Merger.

As a condition to Closing the Merger, the board of directors of Motive has unanimously approved a 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. 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.

As a result of the Domestication:

Each of the then issued and outstanding Motive Class A Share will convert automatically, on a one-for-one basis, into a share Domestication Common Stock;

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;

Each of the then issued and outstanding Motive Public Warrant will represent a right to acquire one share of Domestication Common Stock for $11.50 pursuant to Section 4.5 of the Warrant Agreement;

Each of the then issued and outstanding Motive Private Warrant will represent a right to acquire one share of Domestication Common Stock for $11.50 pursuant to Section 4.5 of the Warrant Agreement; and

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 Warrants upon the request of the holder thereof, 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.

The Domestication Proposal, if approved, will approve a change of Motive’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Motive is currently governed by the Cayman Islands Companies Act, upon the Domestication, New Forge will be governed by the DGCL. We encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholders’/Stockholders’ Rights.” Additionally, we note that if the Redomestication Proposal is approved, then Motive will also ask its shareholders to approve the Proposed Charter (discussed below), which, if approved, will replace the Cayman Constitutional Documents with a certificate of incorporation of New Forge under the DGCL. The Proposed Charter differs in certain material respects from the Cayman Constitutional Documents and we encourage shareholders to carefully consult the information set out below under “Binding Charter Proposal,” the Cayman Constitutional Documents of Motive, and the Proposed Charter and Proposed Bylaws of New Forge, attached hereto as Annex B and Annex C.

Reasons for the Redomestication

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation.

The board of directors of Motive believes that there are several reasons why a reincorporation in Delaware is in the best interests of Motive and its shareholders. As explained in more detail below, these reasons can be summarized as follows:

Prominence, Predictability, and Flexibility of Delaware Law. For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major

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corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours.

Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to New Forge, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New Forge’s stockholders from possible abuses by directors and officers.

Increased Ability to Attract and Retain Qualified Directors. Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and shareholders alike. Motive’s incorporation in Delaware may make New Forge more attractive to future candidates for our board of directors, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. Our board of directors therefore believes that providing the benefits afforded directors by Delaware law will enable New Forge to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our shareholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable the surviving corporation to compete more effectively with other public companies in attracting and retaining new directors.

Vote Required for Approval

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 issued and outstanding 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.

The Redomestication Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Redomestication Proposal will have no effect, even if approved by holders of Motive Ordinary Shares.

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Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that Motive Capital Corp be de-registered in the Cayman Islands pursuant to Article 47 of the Amended and Restated Articles of Association of Motive Capital Corp and be registered by way of continuation as a corporation in the State of Delaware.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE REDOMESTICATION PROPOSAL.

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

Overview

If the Cross-Conditioned Proposals are approved and the Business Combination is to be consummated, Motive will replace the Cayman Constitutional Documents with the Proposed Organizational Documents.

Motive Shareholders are asked to consider and vote upon and to approve on a non-binding advisory basis by ordinary resolution seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents with the Proposed Organizational Documents. The Non-Binding Organizational Documents Proposals are conditioned on the approval of the Cross-Conditioned Proposals. Therefore, if the Cross-Conditioned Proposals are not approved, the Non-Binding Organizational Documents Proposals will have no effect, even if approved by the Motive Shareholders.

The Proposed Organizational Documents differ materially from the Cayman Constitutional Documents. The following table sets forth a summary of the principal, material changes proposed to be made between the Cayman Constitutional Documents and the Proposed Organizational Documents. This summary is qualified by reference to the complete text of the Cayman Constitutional Documents, attached to this proxy statement/prospectus as Annex L, the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex C. All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of its terms. Additionally, as the Cayman Constitutional Documents are governed by the Companies Act and the Proposed Organizational Documents will be governed by the DGCL, we encourage shareholders to carefully consult the information set out under the section entitled “Proposal 4 — The Binding Charter Proposal” and “Comparison of Corporate Governance and Shareholders’/Stockholders’ Rights.”

	Cayman Constitutional Documents	Proposed Charter

Authorized Shares (Non-Binding Organizational Documents Proposal 3A)	The Cayman Constitutional Documents authorize 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, of Motive.	The Proposed Organizational Documents authorizes shares, consisting of shares of Domestication Common Stock and shares of New Forge preferred stock.

Exclusive Forum Provision (Non-Binding Organizational Documents Proposal 3B)	The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.	The Proposed Organizational Documents adopt Delaware as the exclusive forum.

Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents (Non-Binding Organizational Documents Proposal 3C)

The Cayman Constitutional Documents provide that amendments may be made by 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 a general meeting.

The Proposed Organizational Documents require 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.

Removal of Directors (Non-Binding Organizational Documents Proposal 3D)

The Proposed Organizational Documents permit 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.

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	Cayman Constitutional Documents	Proposed Charter
Action by Written Consent of Stockholders (Non-Binding Organizational Documents Proposal 3E)	The Cayman Constitutional Documents permit shareholders to approve matters by unanimous written resolution.	The Proposed Organizational Documents require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Other Changes In Connection With Adoption of the Proposed Organizational Documents (Non-Binding Organizational Documents Proposal 3F)	The Cayman Constitutional Documents include provisions related to Motive’s status as a blank check company prior to the consummation of a business combination.	The Proposed Organizational Documents do not include such provisions related to Motive’s status as a blank check company, which no longer will apply upon consummation of the Merger, as Motive will cease to be a blank check company at such time.

Non-Binding Organizational Documents Proposal 3A — Authorized Shares

Motive Shareholders are being asked to approve and adopt an amendment to 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 and shares of New Forge preferred stock.

As of the date of this proxy statement/prospectus, there are (i) 41,400,000 Motive Class A Shares issued and outstanding, (ii) 10,350,000 Motive Class B Shares issued and outstanding and (iii) no Motive Preference Shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there is an aggregate of (x) 13,800,000 Motive Public Warrants and 7,386,667 Motive Private Warrants, in each case, issued and outstanding. Subject to the terms and conditions of the Warrant Agreement, the Motive Public Warrants and the Motive Private Warrants will be exercisable after giving effect to the Merger for one share of Domestication Common Stock at an exercise price of $11.50 per share. None of the Motive Public Warrants or the Motive Private Warrants are exercisable until the later of (x) December 15, 2021 and (y) 30 days after the Closing.

Pursuant to the Merger Agreement, Motive will issue up to 150,000,000 shares of Domestication Common Stock. Pursuant to the PIPE Investment, Motive will issue 6.85 million shares of Domestication Common Stock to the PIPE Investors. Pursuant to the A&R FPA, Motive will issue up to 14 million shares of Domestication Common Stock and up to 4.67 million Domestication Public Warrants.

In order to ensure that New Forge has sufficient authorized capital for future issuances, Motive’s board of directors has approved, subject to shareholder approval, that the Proposed Organizational Documents change 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 Motive Preference Shares to (ii) shares of Domestication Common Stock and shares of New Forge preferred stock.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents of New Forge, copies of which are attached to this proxy statement/prospectus as Annex B and Annex C. All Motive Shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Non-Binding Organizational Documents Proposal 3B — Exclusive Forum Provision

Motive Shareholders are being asked to approve and adopt an amendment to the Cayman Constitutional Documents to authorize adopting Delaware as the exclusive forum for certain stockholder litigation.

The Proposed Organizational Documents stipulate that the Court of Chancery of the State of Delaware, or the Chancery Court (or, if the Chancery Court does not have, or declines to accept, jurisdiction, another state court located within the State of Delaware), will be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum

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Provision”). The Delaware Forum Provision does not apply to any causes of action arising under the Securities Act or the Exchange Act or to any claim for which the federal courts have exclusive jurisdiction. The Proposed Bylaws will further provide that unless New Forge consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents copies of which are attached to this proxy statement/prospectus as Annex B and Annex C. All Motive Shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Non-Binding Organizational Documents Proposal 3C — Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents

Motive Shareholders are being asked to approve and adopt an amendment to 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 (relating to stockholder action), VI (relating to director matters), VII (relating to limitation of liability of directors), VIII (relating to the amendment of Bylaws) and IX (relating to the amendment of the Charter) of the Proposed Charter.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents, copies of which are C and Annex D. All Motive Shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Non-Binding Organizational Documents Proposal 3D — Removal of Directors

Motive Shareholder are being asked to approve and adopt an amendment to 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.

Non-Binding Organizational Documents Proposal 3E — Action by Written Consent of Stockholders

Motive Shareholders are being asked to approve and adopt an amendment to 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.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents, copies of which are attached to this proxy statement/prospectus as Annex B and Annex C. All Motive Shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Non-Binding Organizational Documents Proposal 3F — Other Changes In Connection With Adoption of the Proposed Organizational Documents

Motive Shareholders are being asked to approve and adopt an amendment to 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.

The Proposed Organizational Documents will not contain provisions related to a blank check company (including those related to operation of the trust account, winding up of Motive’s operations should Motive not complete a business combination by a specified date, and other such blank check-specific provisions as are present in the Cayman Constitutional Documents) because following the consummation of the Merger, New Forge will not be a blank check company.

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This summary is qualified by reference to the complete text of the Proposed Organizational Documents copies of which are attached to this proxy statement/prospectus as Annex B and Annex C. All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Implementation of each of the Non-Binding Organizational Documents Proposals, will result, upon the Domestication, in the wholesale replacement of the Cayman Constitutional Documents with the Proposed Organizational Documents. While certain material changes between the Cayman Constitutional Documents and the Proposed Organizational Documents have been unbundled into distinct organizational documents proposals or otherwise identified in this Non-Binding Organizational Documents Proposal 3, there are other differences between the Cayman Constitutional Documents and Proposed Organizational Documents (arising from, among other things, differences between the Companies Act and the DGCL and the typical form of organizational documents under each such body of law) that will be approved (subject to the approval of the aforementioned related proposals and consummation of the Business Combination) if Motive Shareholders approve the Organizational Documents Proposal.

Reasons for Amendments

Non-Binding Organizational Documents Proposal 3A — Authorized Shares

The principal purpose of this proposal is to provide for an authorized capital structure of New Forge that will enable it to continue as an operating company governed by the DGCL. Motive’s board of directors believes that it is important for New Forge to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support its growth and to provide flexibility for future corporate needs.

Non-Binding Organizational Documents Proposal 3B — Exclusive Forum Provision

Adopting Delaware as the exclusive forum for certain stockholder litigation is intended to assist New Forge in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. Motive’s board of directors believes that the Delaware courts are best suited to address disputes involving such matters given that after the Domestication, New Forge will be incorporated in Delaware. Delaware law generally applies to such matters and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes, which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the post-combination company with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions; provided, that these exclusive forum provisions will not apply to suits brought to enforce any cause of action arising under the Securities Act, any liability or duty created by the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision establishes federal district courts as the exclusive forum for Securities Act actions.

In addition, this amendment would promote judicial fairness and avoid conflicting results, as well as make New Forge’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

Non-Binding Organizational Documents Proposal 3C — Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents

The Cayman Constitutional Documents provide that amendments may be made by a resolution passed by a majority of at least two-thirds of such Motive Ordinary Shares as, being entitled to do so, vote in person or, by proxy at a general meeting of Motive. The Proposed Organizational Documents require (i) two-thirds 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. The amendments are intended to protect the Proposed Bylaws and certain key provisions of the Proposed Charter from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

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Non-Binding Organizational Documents Proposal 3D — Removal of Directors

The Cayman Constitutional Documents provide that before a Business Combination, holders of Motive Class B Shares may remove any director, and that after a Business Combination, shareholders may by an ordinary resolution remove any director. Under the DGCL, unless a company’s certificate of incorporation provides otherwise, removal of a director only for cause is automatic with a classified board. The Proposed Organizational Documents permit 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. Motive’s board of directors believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of New Forge’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of New Forge’s board of directors.

Non-Binding Organizational Documents Proposal 3E — Action by Written Consent of Stockholders

Under the Proposed Organizational Documents, New Forge’s stockholders will have the ability to propose items of business (subject to the restrictions set forth therein) at duly convened stockholder meetings. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend New Forge’s organizational documents outside of a duly called special or annual meeting of the stockholders of New Forge. Further, Motive’s board of directors believes continuing to limit stockholders’ ability to act by written consent will (i) reduce the time and effort our board of directors and management would need to devote to stockholder proposals, which time and effort could distract our directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all stockholders to consider, discuss, and vote on pending stockholder actions.

In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which Motive is aware to obtain control of New Forge, and Motive and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, Motive’s board of directors does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of New Forge. Inclusion of these provisions in the Proposed Organizational Documents might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect stockholders from the use of abusive and coercive takeover tactics.

Non-Binding Organizational Documents Proposal 3F — Provisions Related to Status as Blank Check Company

Motive’s board of directors believes that changing New Forge’s corporate name from “Motive Capital Corp” to “ ” and making corporate existence perpetual is desirable to reflect the Business Combination with Forge and to clearly identify New Forge as the publicly traded entity. Additionally, perpetual existence is the usual period of existence for corporations, and Motive’s board of directors believes that it is the most appropriate period for Motive following the Business Combination.

The elimination of certain provisions related to Motive’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Proposed Organizational Documents do not include the requirement to dissolve New Forge and allow it to continue as a corporate entity with perpetual existence following the consummation of the Business Combination. Perpetual existence is the usual period of existence for public corporations, and Motive’s board of directors believes it is the most appropriate period for New Forge following the Business Combination. In addition, certain other provisions in Motive’s current organizational documents require that proceeds from Motive’s initial public offering be held in the trust account until a business combination or liquidation of Motive has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the Proposed Organizational Documents.

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Vote Required for Approval

The approval of each of the Non-Binding Organizational Documents Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the issued and outstanding 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.

The approval of each of the Non-Binding Organizational Documents Proposals are not conditioned on any other Proposal. A vote to approve the Non-Binding Organizational Documents Proposals is an advisory vote, and therefore, is not binding on Motive. Accordingly, regardless of the outcome of the non-binding advisory vote, Motive intends that each of the Proposed Charter and Proposed Bylaws, in the form set forth on Annex B and Annex C of the proxy statement/prospectus, respectively, and containing the provisions noted above, will take effect at the consummation of the Business Combination and Domestication, assuming adoption of the Binding Charter Proposal.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter a copy of which is attached to the proxy statement/prospectus as Annex B, and the Proposed Bylaws a copy of which is attached to the proxy statement/prospect as Annex C in each case as set forth in Proposals No. 3A through 3F.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” EACH OF THE NON-BINDING ORGANIZATIONAL DOCUMENTS PROPOSALS.

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PROPOSAL NO. 4 — THE BINDING CHARTER PROPOSAL

Overview

Our shareholders are also being asked to adopt the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Annex B, which, in the judgment of our board of directors, will address the needs of the post-combination company. The following is a summary of the key changes effected by the Proposed Charter:

Name Change: Change our name from Motive Capital Corp to “ ”.

Corporate Purpose: Provide that the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware” and delete a prior provision in Article 49 pertaining to a blank-check company.

Authorized Shares: Provide for a single class of common stock of New Forge, entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and provide for a capital structure of New Forge that will enable it to continue as an operating company governed by the DGCL. The capital structure of Motive will be changed from (i) 500,000,000 Motive Class A Shares, 50,000,000 Motive Class B Shares and 5,000,000 Motive Preference Shares to (ii) shares of Domestication Common Stock and shares of New Forge preferred stock.

Exclusive Forum Provision: Establish that unless the post-combination company, in writing, selects or consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or the Chancery Court (or, if the Chancery Court does not have, or declines to accept, jurisdiction, another state court located within the State of Delaware), will be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine. The Delaware Forum Provision does not apply to any causes of action arising under the Securities Act or the Exchange Act or to any claim for which the federal courts have exclusive jurisdiction; and the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act is, to the fullest extent permitted by law, the federal district courts of the United States of America.

Adoption of Supermajority Vote Requirement to Amend the Proposed Charter: Require (i) two- thirds 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.

Removal of Directors: Provide that subject to the rights of the holders of any outstanding series of preferred stock, any director, or the entire New Forge board of directors, may be removed, for cause, by the affirmative vote of not less than two-thirds of the voting power of the stock outstanding and entitled to vote thereon.

Action by Written Consent of Stockholders: Eliminate the right of stockholders to act by written consent.

Provisions Related to Status as Blank Check Company: Provide for certain amendments to better reflect New Forge’s existence as an operating company. For example, the Proposed Charter would remove the requirement to dissolve New Forge and allow it to continue as a corporate entity with perpetual existence following the consummation of the Business Combination.

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Reasons for the Amendments

Motives board of directors reasons for proposing the Proposed Charter are set forth below. The following is a summary of the key changes effected by the Proposed Charter, but this summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is included as Annex B:

Name Change: Currently, our name is Motive Capital Corp Our board of directors believes the name of the post-combination company should more closely align with the name of the post-Business Combination operating business and therefore has proposed the name change.

Corporate Purpose: Our board of directors believes this change is appropriate to remove language applicable to a blank check company.

Authorized Shares: The principal purpose of this proposal is to provide for an authorized capital structure of New Forge that will enable it to continue as an operating company governed by the DGCL. Motive’s board of directors believes that it is important for Motive to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support its growth and to provide flexibility for future corporate needs.

Exclusive Forum Provision: Adopting Delaware as the exclusive forum for certain stockholder litigation is intended to assist New Forge in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. Motive’s board of directors believes that the Delaware courts are best suited to address disputes involving such matters given that after the Domestication, New Forge will be incorporated in Delaware. Delaware law generally applies to such matters and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes, which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the post-combination company with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions; provided, that these exclusive forum provisions will not apply to suits brought to enforce any cause of action arising under the Securities Act, any liability or duty created by the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision establishes federal district courts as the exclusive forum for Securities Act actions. In addition, this amendment would promote judicial fairness and avoid conflicting results, as well as make New Forge’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

Adoption of Supermajority Vote Requirement to Amend the Proposed Charter: The Cayman Constitutional Documents provide that amendments may be made by a resolution passed by a majority of at least two-thirds of such Motive Ordinary Shares as, being entitled to do so, vote in person or, by proxy at a general meeting of Motive. The Proposed Charter requires 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. The amendments are intended to protect the Proposed Bylaws and certain key provisions of the Proposed Charter from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

Removal of Directors: The Cayman Constitutional Documents provide that before a Business Combination, holders of Motive Class B Shares may by ordinary resolution of the holders of the Motive Class B Shares remove any director, and that after a Business Combination, shareholders may by an ordinary resolution remove any director. Under the DGCL, unless a company’s certificate of incorporation provides otherwise, removal of a director only for cause is automatic with a classified board. The Proposed Charter permits the removal of a director only for cause and only by the affirmative vote of at least two-thirds of the outstanding shares entitled to vote at an election of directors. Motive’s board of directors believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of New Forge’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of New Forge’s board of directors.

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Action by Written Consent of Stockholders: Under the Proposed Charter, New Forge’s stockholders will have the ability to propose items of business (subject to the restrictions set forth therein) at duly convened stockholder meetings. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend New Forge’s organizational documents outside of a duly called special or annual meeting of the stockholders of New Forge. Further, Motive’s board of directors believes continuing to limit stockholders’ ability to act by written consent will (i) reduce the time and effort our board of directors and management would need to devote to stockholder proposals, which time and effort could distract our directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all stockholders to consider, discuss, and vote on pending stockholder actions. In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which Motive is aware to obtain control of New Forge, and Motive and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, Motive’s board of directors does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of New Forge. Inclusion of these provisions in the Proposed Charter might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect stockholders from the use of abusive and coercive takeover tactics.

Provisions Related to Status as Blank Check Company: Motive’s board of directors believes that making corporate existence perpetual is desirable to reflect the Business Combination with Forge. Additionally, perpetual existence is the usual period of existence for corporations, and Motive’s board of directors believes that it is the most appropriate period for Motive following the Business Combination. The elimination of certain provisions related to Motive’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Proposed Charter does not include the requirement to dissolve New Forge and allow it to continue as a corporate entity with perpetual existence following the consummation of the Business Combination. Perpetual existence is the usual period of existence for public corporations, and Motive’s board of directors believes it is the most appropriate period for New Forge following the Business Combination. In addition, certain other provisions in Motive’s current organizational documents require that proceeds from Motive’s initial public offering be held in the trust account until a business combination or liquidation of Motive has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the Proposed Charter.

Vote Required for Approval

The approval of the Binding Charter Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the issued and outstanding 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.

The Binding Charter Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the Binding Charter Proposal will have no effect, even if approved by holders of Motive Ordinary Shares.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that conditional upon, and with effect from, the registration of Motive in Delaware as a Delaware corporation under the laws of Delaware, the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter a copy of which is attached to the proxy statement/prospectus as Annex B.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE BINDING CHARTER PROPOSAL.

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PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSALS

Overview

Upon the consummation of the Business Combination, the New Forge Board will consist of nine directors. Assuming the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal are approved at the Extraordinary Meeting, holders of Motive Class B Shares are being asked to elect nine directors to the New Forge board of directors, effective upon the consummation of the Business Combination. The election of these directors is contingent upon the closing of the Business Combination.

Biography of Nominees

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 the experience of each of these director nominees, please see the section titled “Management of New Forge After the Business Combination” of this proxy statement/prospectus.

Vote Required for Approval

The approval of 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 the 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. Under the terms of the Cayman Constitutional Documents, only the holders of Motive Class B Shares are entitled to vote on the election of directors to our board of directors. 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.

The Director Election Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal is not approved, the Director Election Proposal will have no effect, even if approved by holders of Motive Ordinary Shares.

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Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution of the holders of Motive Class B Shares, that the persons named below be elected to serve on ’s board of directors upon the consummation of the Business Combination.

Names of Directors

Ashwin Kumar

Blythe Masters

Kelly Rodriques

Stephen George

Christoph Hansmeyer

Kim Vogel

Steven McLaughlin

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF MOTIVE CLASS B SHARES VOTE “FOR” THE ELECTION OF EACH OF THE NINE DIRECTORS NOMINATED IN THE DIRECTOR ELECTION PROPOSALS.

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PROPOSAL NO. 6 — THE NYSE PROPOSAL

Overview

In connection with the consummation of the Business Combination, Motive intends to effect the issuance and sale of up to 150 million shares of Domestication Common Stock (subject to certain adjustments provided for in the Merger Agreement) to the holders of Motive Ordinary Shares pursuant to the Merger Agreement, up to 14 million Forward Purchase Units pursuant to the A&R FPA (each of which is composed of 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 (the “Issuances”). Holders of Motive Ordinary Shares are being asked to consider and vote upon the following proposal to for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual with respect to the Issuances (the “NYSE Proposal”).

Assuming the Cross-Conditioned Proposals are approved, Motive Shareholders are also being asked to approve, by ordinary resolution, the NYSE Proposal.

The terms of the Merger Agreement, A&R FPA, and PIPE Investment are complex and only briefly summarized above. For further information, please see the full text of the Merger Agreement, which is attached as Annex A hereto. A copy of the form of the PIPE Subscription Agreement is attached hereto as Annex H. The full text of the A&R FPA is attached hereto as Annex F. The discussion herein is qualified in its entirety by reference to such documents.

Reasons for the Approval

Pursuant to Section 312.03(c) of the NYSE’s Listed Company Manual, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20 percent of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Additionally, under Section 312.03(d) of the NYSE’s Listed Company Manual, shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant. Collectively, the expected issuances of Domestication Common Stock by New Forge as a result of the Issuances will exceed 20% of both the voting power and the Motive Ordinary Shares outstanding before the Issuances and may result in a change of control of the registrant under Section 312.03(d) of the NYSE’s Listed Company Manual. In addition, New Forge intends to reserve for issuance shares of Domestication Common Stock for potential future issuances of common stock under the Incentive Plan.

Additionally, pursuant to Section 312.03(b) of the NYSE’s Listed Company Manual, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to (1) a director, officer or substantial security holder of the company (each a “Related Party”), (2) a subsidiary, affiliate or other closely related person of a Related Party or (3) any company or entity in which a Related Party has a substantial direct or indirect interest, in each case, if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either one percent of the number of shares of common stock or one percent of the voting power outstanding before the issuance. In connection with the A&R FPA, A&R FPA Investors, an entity which constitutes a Related Party, is expected to be issued between five million and 14 million (depending on how many holders of Motive Class A Shares exercise their redemption rights) Forward Purchase Units, each of which is composed of one share of Domestication Common Stock and one-third of one share of Domestication Public Warrant. Accordingly, the aggregate number of shares of Domestication Common Stock that Motive will issue to a Related Party may exceed 1% of the Motive Ordinary Shares outstanding before such issuance.

In the event that this Proposal is not approved by Motive shareholders, the Business Combination cannot be consummated.

Vote Required for Approval

The approval of the NYSE Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of 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.

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The NYSE Proposal is conditioned on the approval of each of the Cross-Conditioned Proposals. Therefore, if any of the Cross-Conditioned Proposals is not approved, the NYSE Proposal will have no effect, even if approved by holders of Motive Ordinary Shares.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of Motive Units and Domestication Common Stock pursuant to the Merger Agreement, the A&R FPA and the PIPE Investment be approved in all respects.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE NYSE PROPOSAL.

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PROPOSAL NO. 7 — THE INCENTIVE PLAN PROPOSAL

Overview

The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt by ordinary resolution the 2021 Stock Option and Incentive Plan, which is referred to herein as the 2021 Plan, a copy of which is attached to this proxy statement/prospectus as Annex I, or the 2021 Plan Proposal.

A total of shares of New Forge common stock will initially be reserved for issuance under the 2021 Plan (“ Initial Share Reserve”). The Forge board of directors approved the 2021 Plan on , 2021, subject to approval by New Forge stockholders. When determining the Initial Share Reserve, the Forge board of directors considered the practice of its peer group companies that became public companies through a special acquisition purpose company, as well as the number of outstanding shares of Forge common stock available for issuance under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive Plan, which was most recently amended and restated as of June 11, 2021 (as amended and restated, the “2018 Plan”). As of , 2021, the closing price on the NYSE per share of New Forge common stock was $ . Based upon a price per share of $ , the maximum aggregate market value of New Forge common stock that could potentially be issued under the 2021 Plan at Closing is $ . If the 2021 Plan is approved by our shareholders, then the 2021 Plan will be effective upon the consummation of the Business Combination.

Summary of the 2021 Stock Option and Incentive Plan

The following is a summary of the material features of the 2021 Plan. This summary is qualified in its entirety by the full text of the 2021 Plan, a copy of which is included as Annex I to this proxy statement/prospectus.

The 2021 Plan was adopted by the Board prior to the Closing, subject to shareholder approval, and will become effective upon the date immediately prior to the Closing, or the 2021 Plan Effective Date. The 2021 Plan allows New Forge to make equity and equity-based incentive awards to officers, employees, directors and consultants. The Board anticipates that providing such persons with a direct stake in New Forge will assure a closer alignment of the interests of such individuals with those of New Forge and its stockholders, thereby stimulating their efforts on New Forge’s behalf and strengthening their desire to remain with New Forge.

New Forge has initially reserved shares of common stock of New Forge for the issuance of awards under the 2021 Plan or the Initial Limit. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022 and ending on the tenth (10^th) anniversary of the 2021 Plan Effective Date, by % of the outstanding number of shares of common stock of New Forge on the immediately preceding December 31 or such lesser number of shares as approved by the Board, or the Annual Increase. This limit is subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, reverse stock split or other similar change in New Forge’s capitalization. The maximum aggregate number of shares of common stock of New Forge that may be issued upon exercise of incentive stock options under the 2021 Plan shall not exceed the Initial Limit cumulatively increased on January 1, 2022 and on each January 1 thereafter by the lesser of the Annual Increase or shares of common stock of New Forge. Shares underlying any awards under the 2021 Plan or under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive Plan that are forfeited, cancelled, reacquired by the Combined Entity prior to vesting, or otherwise terminated (other than by exercise) will generally be added back to the shares available for issuance under the 2021 Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options.

The 2021 Plan contains a limitation whereby the value of all awards under the 2021 Plan and all other cash compensation paid by New Forge to any non-employee director may not exceed $ in any calendar year; provided, however, such limit shall be increased to $ in any year in which such non-employee director was initially elected or appointed.

The 2021 Plan will be administered by the compensation committee of the New Forge Board of Directors, the New Forge Board of Directors or such other similar committee pursuant to the terms of the 2021 Plan (the “plan administrator”). The plan administrator will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2021 Plan. The plan administrator may delegate to a committee consisting of one or more officers including the Chief Executive Officer the authority to grant stock options and other awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not members of the delegated committee, subject to certain limitations and guidelines. Persons eligible to participate in the 2021 Plan will be officers, employees, non-employee directors and consultants of New Forge and its subsidiaries as selected from time to time by the plan administrator in its discretion. As of the date of this proxy

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statement/prospectus, approximately individuals will be eligible to participate in the 2021 Plan, which includes approximately officers, employees who are not officers, non-employee directors, and consultants.

The 2021 Plan permits the granting of both options to purchase common stock of New Forge intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. Options granted under the 2021 Plan will be non-qualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of New Forge and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive awards under the 2021 Plan. The option exercise price of each option will be determined by the plan administrator but generally may not be less than 100% of the fair market value of the common stock of New Forge on the date of grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of such share’s fair market value. The term of each option will be fixed by our plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of a stock option, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the plan administrator or by delivery (or attestation to the ownership) of shares of common stock of New Forge that are beneficially owned by the optionee free of restrictions or were purchased in the open market. Subject to applicable law, the exercise price may also be delivered by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the plan administrator may permit non-qualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price.

The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock of New Forge, or cash, equal to the value of the appreciation in our stock price over the exercise price. The exercise price generally may not be less than 100% of the fair market value of shares of common stock of New Forge on the date of grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised.

The plan administrator may award restricted shares of common stock of New Forge and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period. The plan administrator may also grant shares of common stock of New Forge that are free from any restrictions under the 2021 Plan. Unrestricted stock may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant. The plan administrator may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock of New Forge.

The plan administrator may grant cash-based awards under the 2021 Plan to participants, subject to the achievement of certain performance goals, including continued employment (or other service relationship).

The 2021 Plan requires the plan administrator to make appropriate adjustments to the number of shares of common stock that are subject to the 2021 Plan, to certain limits in the 2021 Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

The 2021 Plan provides that upon the effectiveness of a “sale event” (also referred to as a “change in control”), as defined in the 2021 Plan, an acquirer or successor entity may assume, continue or substitute for the outstanding awards under the 2021 Plan. To the extent that awards granted under the 2021 Plan are not assumed or continued or substituted by the successor entity, all awards granted under the 2021 Plan shall terminate and in such case except as may be otherwise provided in the relevant award agreement, all stock options and stock appreciation rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the sale event shall become fully vested and exercisable as of the effective time of the sale event, all other awards with time-based vesting conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the sale event, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a sale event in the plan administrator’s discretion or to the extent specified in the relevant award agreement. In the event of such termination, individuals holding options and stock appreciation rights will, for each such award, either (a) receive a payment in cash or in kind for each share subject to such award that is exercisable in an amount equal to the per share cash consideration payable to stockholders in the sale event less the applicable per share exercise price (provided that, in the case of an option or stock appreciation right with an exercise price equal to or greater than the per share cash consideration payable to stockholders in the sale event, such option or stock appreciation right shall be cancelled for no consideration) or (b) be

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permitted to exercise such options and stock appreciation rights (to the extent exercisable) within a specified period of time prior to the sale event. The plan administrator shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other awards in an amount equal to the per share cash consideration payable to stockholders in the sale event multiplied by the number of vested shares under such awards.

Participants in the 2021 Plan are responsible for the payment of any federal, state or local taxes that New Forge or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of New Forge or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from shares of common stock of New Forge to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due. The plan administrator may also require any tax withholding obligation of New Forge or its subsidiaries to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to New Forge in an amount that would satisfy the withholding amount due.

The 2021 Plan generally does not allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution or pursuant to a domestic relations order; however, the plan administrator may permit the transfer of non-qualified stock options by gift to an immediate family member, to trusts for the benefit of family members, or to partnerships in which such family members are the only partners.

The plan administrator may amend or discontinue the 2021 Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may materially and adversely affect rights under an award without the holder’s consent. Certain amendments to the 2021 Plan will require the approval of New Forge’s stockholders.

No awards may be granted under the 2021 Plan after the date that is ten years from the 2021 Plan Effective Date. No awards under the 2021 Plan have been granted prior to the date hereof.

Certain United States Federal Income Tax Aspects of the 2021 Plan

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the 2021 Plan. It does not describe all federal tax consequences under the 2021 Plan, nor does it describe non-U.S. state or local tax consequences.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of the New Forge common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither New Forge nor its subsidiaries will be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of New Forge common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of the New Forge common stock at exercise (or, if less, the amount realized on a sale of such shares of the New Forge common stock) over the option price thereof, and (ii) New Forge or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of the New Forge common stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

No income is generally realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of the New Forge common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss

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depending on how long the shares have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of New Forge common stock. Upon exercise, the optionee will also be subject to social security taxes on the excess of the fair market value over the exercise price of the option.

For all other awards under the 2021 Plan, either New Forge or its subsidiaries generally will be entitled to a tax deduction in connection with other awards under the 2021 Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for deferred settlement.

The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to the either New Forge or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

New Plan Benefits

The 2021 Plan does not provide for set benefits or amounts of awards and we have not approved any stock awards that are conditioned on shareholder approval of the 2021 Plan. However, we intend to grant awards to certain executive officers representing % of our outstanding capital stock following the Business Combination on an as converted basis. All other future awards to executive officers, employees and consultants under the 2021 Plan are discretionary and cannot be determined at this time. As of the date hereof, we have executive officers, employees, and consultants who will be eligible for awards under the 2021 Plan.


Name and Position	Dollar Value ($)	Number of Shares/Units
Kelly Rodriques Chief Executive Officer	—	—
Mark Lee Chief Financial Officer	—	—
Jose Cobos Chief Operating Officer	—	—
All current executive officers as a group	—	—
All current directors who are not executive officers as a group	—	—
All employees, including all current officers who are not executive officers, as a group	—	—

Equity Compensation Plan Information


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	—	$	—	—
Equity compensation plans not approved by security holders	—		—	—
Total	—	$	—	—

Securities Registration

Following the consummation of the Business Combination, when permitted by SEC rules, we intend to file with the SEC a registration statement on Form S-8 covering the shares of post-combination company common stock issuable under the 2018 Plan and the 2021 Plan.

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Vote Required for Approval

The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of 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.

The Sponsor and Motive’s directors and officers have agreed to vote the Founder Shares and any Motive Ordinary Shares owned by them in favor of the Incentive Plan Proposal.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the Company’s adoption of the Forge, Inc. 2021 Incentive Plan and any form award agreements thereunder, be approved, ratified and confirmed in all respects.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

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PROPOSAL NO. 8 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

Overview

On , 2021, the Forge Board of Directors adopted, subject to the approval of our shareholders, the 2021 Employee Stock Purchase Plan, or the 2021 ESPP, which will become effective upon the date immediately prior to the Closing, or the 2021 ESPP Proposal. We believe that the adoption of the 2021 ESPP will benefit us by providing employees with an opportunity to acquire shares of New Forge common stock and will enable us to attract, retain and motivate valued employees.

A total of shares of common stock of New Forge will be reserved and authorized for issuance under the 2021 ESPP.

Summary of the Material Provisions of the 2021 ESPP

The following description of certain provisions of the 2021 ESPP is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2021 ESPP, a copy of which is attached to this proxy statement/prospectus as Annex J. The 2021 ESPP includes two components: a 423 Component and a Non-423 Component. It is our intention that the 423 Component qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise provided in the 2021 ESPP, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

An aggregate of shares will be reserved and available for issuance under the 2021 ESPP. The 2021 ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of shares of common stock of New Forge, % of the outstanding number of shares of the common stock of New Forge on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the 2021 ESPP will be appropriately adjusted.

The 2021 ESPP will be administered by the person or persons appointed by the New Forge Board of Directors. Initially, we expect that the compensation committee of the New Forge Board of Directors will administer the plan and will have full authority to make, administer and interpret such rules and regulations regarding the 2021 ESPP as it deems advisable.

Any employee of New Forge or one of its subsidiaries that has been designated to participate in the 2021 ESPP is eligible to participate in the 2021 ESPP so long as the employee is customarily employed for more than 20 hours a week. No person who owns or holds, or as a result of participation in the 2021 ESPP would own or hold, common stock of New Forge or options to purchase common stock of New Forge, that together equal to 5% or more of total combined voting power or value of all classes of stock of New Forge or any parent or subsidiary is entitled to participate in the 2021 ESPP. No employee may exercise an option granted under the 2021 ESPP that permits the employee to purchase common stock of New Forge having a value of more than $25,000 (determined using the fair market value of the stock at the time such option is granted) in any calendar year.

Participation in the 2021 ESPP is limited to eligible employees who authorize payroll deductions or contributions equal to a percentage of compensation to the 2021 ESPP. Employees may authorize payroll deductions or contributions, with a minimum of 1% of compensation and a maximum of % or such other maximum as may be specified by the administrator in advance of an offering. As of the date of this filing, there are currently approximately employees who will be eligible to participate in the 2021 ESPP. Once an employee becomes a participant in the 2021 ESPP, that employee will automatically participate in successive offering periods, as described below, until such time as that employee withdraws from the 2021 ESPP, becomes ineligible to participate in the 2021 ESPP, or his or her employment ceases.

Unless otherwise determined by the administrator, each offering of New Forge common stock will consist of one or more purchase periods. Unless the administrator determines otherwise, each offering will be divided into two equal six-month purchase periods. The first purchase period under the 2021 ESPP will begin and end on such date or dates as determined by the plan administrator. Subsequent offerings under the 2021 ESPP will generally begin on the first business day occurring on or after each and and will end on the last business day occurring on or before the following and , respectively. Shares are purchased on the last business day of each purchase period, with that day being referred to as an “exercise date.” The plan administrator may establish different offering periods or exercise dates under the 2021 ESPP.

On the first day of an offering period, we will grant to employees participating in that offering period an option to purchase shares of New Forge common stock. On the exercise date of each purchase period, the employee is deemed to have exercised the option, at

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the exercise price for the lowest of (i) a number of shares of common stock of New Forge determined by dividing such employee’s accumulated payroll deductions or contributions on such exercise date by the exercise price; (ii) [the number of shares determined by dividing $25,000 by the fair market value of the common stock on the offering date] shares of common stock of New Forge];or (iii) such lesser number as established by the plan administrator in advance of the offering. The exercise price is equal to the lesser of (i) 85% the fair market value per share of common stock of New Forge on the first day of the offering period or (ii) 85% of the fair market value per share of common stock of New Forge on the exercise date. The maximum number of shares of common stock of New Forge that may be issued to any employee under the 2021 ESPP in a calendar year is a number of shares determined by dividing $25,000, valued at the start of the offering period, or such other lesser number of shares as determined by the plan administrator from time to time.

In general, if an employee is no longer a participant on an exercise date, the employee’s option will be automatically terminated, and the amount of the employee’s accumulated payroll deductions will be refunded.

Except as may be permitted by the plan administrator in advance of an offering, a participant may increase or decrease the amount of his or her payroll deductions or contributions only once during any offering period and may increase or decrease his or her payroll deduction with respect to the next offering period by filing a new enrolment form within the period beginning 15 business days before the first day of such offering period and ending on the day prior to the first day of such offering period. A participant may withdraw from an offering period at any time without affecting his or her eligibility to participate in future offering periods (in accordance with such procedures as may be established by the administrator). If a participant withdraws from an offering period, that participant may not again participate in the same offering period, but may enroll in subsequent offering periods. An employee’s withdrawal will be effective as of the next business day.

In the case of and subject to the consummation of a “sale event” (also referred to as a “change in control”), the plan administrator, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions under the 2021 ESPP or with respect to any right under the 2021 ESPP or to facilitate such transactions or events: (a) to provide for either (i) termination of any outstanding option in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such option had such option been currently exercisable or (ii) the replacement of such outstanding option with other options or property selected by the plan administrator in its sole discretion; (b) to provide that the outstanding options under the 2021 ESPP shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for similar options covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (c) to make adjustments in the number and type of shares of common stock of New Forge (or other securities or property) subject to outstanding options under the 2021 ESPP and/or in the terms and conditions of outstanding options and options that may be granted in the future; (d) to provide that the offering with respect to which an option relates will be shortened by setting a new exercise date on which such offering will end; and (e) to provide that all outstanding options shall terminate without being exercised and all amounts in the accounts of participants shall be promptly refunded.

The 2021 ESPP will automatically terminate on the 10-year anniversary of the ESPP effective date. The New Forge Board of Directors may, in its discretion, at any time, terminate or amend the 2021 ESPP.

New Plan Benefits

Since participation in the 2021 ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of individuals under the 2021 ESPP in the future are not determinable and no awards have been granted that are contingent on shareholder approval of the 2021 ESPP.

Summary of Federal Income Tax Consequences of the 2021 ESPP

The following is only a summary of the effect of the United States income tax laws and regulations upon an employee and us with respect to an employee’s participation in the 2021 ESPP. This summary does not purport to be a complete description of all federal tax implications of participation in the 2021 ESPP, nor does it discuss the income tax laws of any municipality, state or foreign country in which a participant may reside or otherwise be subject to tax.

The 423 Component of the 2021 ESPP is intended to comply with Section 423 of the Code. A participant in the 2021 ESPP generally recognizes no taxable income either as a result of participation in the 2021 ESPP or upon exercise of an option to purchase shares of common stock of New Forge under the terms of the 2021 ESPP.

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If a participant disposes of shares purchased upon exercise of an option granted under the 2021 ESPP within two years from the first day of the applicable offering period or within one year from the exercise date (a “disqualifying disposition”), the participant will generally realize ordinary income in the year of that disposition equal to the amount by which the fair market value of the shares on the date the shares were purchased exceeds the purchase price. The amount of ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares will be a capital gain or loss. A capital gain or loss will generally be long-term if the participant’s holding period is more than 12 months, or short-term if the participant’s holding period is 12 months or less.

If the participant disposes of shares purchased upon exercise of an option granted under the 2021 ESPP at least two years after the first day of the applicable offering period and at least one year after the exercise date, the participant will realize ordinary income in the year of disposition equal to the lesser of (1) the excess of the fair market value of the shares at the time the option was granted over the amount paid and (2) the excess of the amount actually received for the common stock of New Forge over the amount paid. The amount of any ordinary income will be added to the participant’s basis in the shares, and any additional gain recognized upon the disposition after that basis adjustment will be a long-term capital gain. If the fair market value of the shares on the date of disposition is less than the exercise price, there will be no ordinary income and any loss recognized will be a long-term capital loss.

New Forge or its subsidiaries will generally be entitled to a tax deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant as a result of that disposition. In all other cases, neither New Forge nor its subsidiaries will be allowed a deduction.

Securities Registration

Vote Required for Approval

The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of 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.

The Sponsor and Motive’s directors and officers have agreed to vote the Founder Shares and any Motive Ordinary Shares owned by them in favor of Employee Stock Purchase Plan Proposal.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the Company’s adoption of the Forge, Inc. 2021 Employee Stock Purchase Plan and any form award agreements thereunder, be approved, ratified and confirmed in all respects.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL.

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PROPOSAL NO. 9 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal allows Motive’s board of directors to submit 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 in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary Meeting to approve the Cross-Conditioned Proposals. The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for Motive to make for other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the Extraordinary Meeting. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the Extraordinary Meeting and is not approved by the Motive Shareholders, Motive’s board of directors may not be able to adjourn the Extraordinary Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary Meeting to approve the Cross-Conditioned Proposals. In such events, the Business Combination would not be completed.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of 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.

The Adjournment Proposal is not conditioned upon any other Proposal.

The Sponsor and Motive’s directors and officers have agreed to vote the Founder Shares and any Motive Ordinary Shares owned by them in favor of the Adjournment Proposal.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary Meeting be approved.”

Recommendation of the Motive Board of Directors

MOTIVE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE MOTIVE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations generally applicable to holders of Motive Class A Shares and Motive Public Warrants immediately prior to the Domestication and exercise of redemption rights. This discussion does not address any tax considerations related to the Merger. This section applies only to persons that hold their Motive Class A Shares or Motive Public Warrants as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion is a summary only and does not discuss all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or status including:

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financial institutions or financial services entities;

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broker-dealers;

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taxpayers that are subject to the mark-to-market accounting rules;

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tax-exempt entities;

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governments or agencies or instrumentalities thereof;

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insurance companies;

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regulated investment companies or real estate investment trusts;

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expatriates or former long-term residents of the United States;

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persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

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persons whose functional currency is not the U.S. dollar;

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controlled foreign corporations;

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foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);

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passive foreign investment companies (“PFICs”); or

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persons subject to special tax accounting rules as a result of any item of gross income with respect to Motive Class A Shares or Motive Public warrants being taken into account in an applicable financial statement.

This discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

We have not and do not intend to seek any rulings from the IRS regarding the Domestication or an exercise of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Motive Class A Shares or Motive Public Warrants, the tax treatment of such partnership and any person treated as a partner of such

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partnership will generally depend on the status and activities of the partner and the activities of the partnership. Partnerships and other pass-through entities holding any Motive Class A Shares or Motive Public Warrants and persons that are treated as partners of such partnerships (or owners of such other pass-through entities) should consult their tax advisors as to the particular U.S. federal income tax consequences of the Domestication and an exercise of redemption rights to them.

EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE DOMESTICATION AND AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. HOLDERS

As used herein, a “U.S. Holder” is a beneficial owner of Motive Class A Shares or Motive Public Warrants who or that is, for U.S. federal income tax purposes:

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an individual citizen or resident of the United States;

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a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

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an estate whose income is subject to U.S. federal income tax regardless of its source; or

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a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

Effects of the Domestication to U.S. Holders

Motive expects to receive a tax opinion from Gibson, Dunn & Crutcher LLP, United States tax counsel to Motive, to the effect that the Domestication will qualify as a “reorganization” within the meaing of Section 368(a)(1)(F) of the Code (an “F Reorganization”). When delivered, the opinion, a form of which is attached as Exhibit 8.1 hereto, will indicate that the discussion under this heading “U.S. Federal Income Tax Considerations — U.S. Holders — Effects of the Domestication to U.S. Holders” constitutes the opinion of Gibson, Dunn & Crutcher LLP, United States tax counsel to Motive, insofar as it discusses the material U.S. federal income tax considerations applicable to U.S. Holders of Motive Class A Shares or Motive Public Warrants as a result of the Domestication, and will be based on, and subject to, customary assumptions, qualifications and limitations, and the assumptions, qualifications and limitations herein and in the opinion, as well as representations of Motive. If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected and the tax consequences of the Domestication could differ from those described herein. An opinion of counsel is not binding on the IRS or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge.

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code. As noted above, Motive expects to receive an opinion from Gibson, Dunn & Crutcher LLP to the effect that the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”).

Assuming the Domestication qualifies as a reorganization, U.S. Holders of Motive Class A Shares or Motive Public Warrants generally will not recognize gain or loss for U.S. federal income tax purposes on the Domestication, except as provided below under the caption headings “— Effects of Section 367 to U.S. Holders” and “— PFIC Considerations,” and the Domestication will be treated for U.S. federal income tax purposes as if Motive (i) transferred all of its assets and liabilities to New Forge in exchange for all of the outstanding Domestication Common Stock, Domestication Public Warrants and Domestication Private Warrants of New Forge; and (ii) then distributed the Domestication Common Stock, Domestication Public Warrants and Domestication Private Warrants of New Forge to the holders of securities of Motive in liquidation of Motive. The taxable year of Motive will be deemed to end on the date of the Domestication.

Because the Domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights with respect to Motive Class A Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication. All holders considering exercising redemption rights with respect to their public shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights.

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Basis and Holding Period Considerations

Assuming the Domestication qualifies as a reorganization: (i) the tax basis of a share of Domestication Common Stock or a Domestication Public Warrant received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the Motive Class A Share or Motive Public Warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a share of Domestication Common Stock or Domestication Public Warrant received by a U.S. Holder will include such U.S. Holder’s holding period for the Motive Class A Share or Motive Public Warrant surrendered in exchange therefor.

Effects of Section 367 to U.S. Holders

Section 367 of the Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a reorganization. Section 367 of the Code imposes United States federal income tax on certain United States persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication that own (actually or constructively) Motive Class A Shares with a fair market value of more than $50,000. Because the Domestication will occur immediately prior to the redemption of holders that exercise redemption rights with respect to Motive Class A Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the Domestication.

“U.S. Shareholders” of Motive

A U.S. Holder who, on the date of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of Motive stock entitled to vote or 10% or more of the total value of all classes of Motive stock (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the Motive Class A Shares it directly owns, within the meaning of Treasury Regulations under Section 367 of the Code. A U.S. Holder’s ownership of Motive Public Warrants will be taken into account in determining whether such U.S. Holder is a U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a U.S. Shareholder and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A U.S. Shareholder’s all earnings and profits amount with respect to its Motive Class A Shares is the net positive earnings and profits of Motive (as determined under Treasury Regulations under Section 367 of the Code) attributable to such Motive Class A Shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such Motive Class A Shares. Treasury Regulations under Section 367 provide that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Motive does not expect to have significant, if any, cumulative net earnings and profits on the date of the Domestication. If Motive’s cumulative net earnings and profits through the date of the Domestication is less than or equal to zero, then a U.S. Holder should not be required to include in gross income an all earnings and profits amount with respect to its Motive Class A Shares. It is possible, however, that the amount of Motive’s cumulative net earnings and profits may be greater than expected through the date of the Domestication, in which case a U.S. Shareholder would be required to include all of its earnings and profits amount in income as a deemed dividend under Treasury Regulations under Section 367 as a result of the Domestication.

U.S. Holders that Own Less Than 10 Percent of Motive but Own Motive Class A Shares with a Fair Market Value of More Than $50,000

A U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively) Motive Class A Shares with a fair market value of $50,000 or more and is not a U.S. Shareholder will recognize gain (but not loss) with respect to its Motive Class A Shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such holder’s Motive Class A Shares as described below.

Unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to Domestication Common Stock received in the Domestication in an amount equal to the excess of the fair market value of such Domestication Common Stock over the U.S. Holder’s adjusted tax basis in the Motive Class A Shares deemed surrendered in exchange therefor.

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In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Motive Class A Shares under Section 367(b). There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

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a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

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a complete description of the Domestication;

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a description of any stock, securities or other consideration transferred or received in the Domestication;

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a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

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a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Motive establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Motive Class A Shares and (B) a representation that the U.S. Holder has notified Motive (or New Forge) that the U.S. Holder is making the election; and

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certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year of the Domestication, and the U.S. Holder must send notice of making the election to Motive (or New Forge) no later than the date such tax return is filed. In connection with this election, Motive intends to provide each U.S. Holder eligible to make such an election with information regarding Motive’s earnings and profits upon request.

Motive does not expect to have significant, if any, cumulative earnings and profits through the date of the Domestication and if that proves to be the case, U.S. Holders who make this election are not expected to have a significant income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that Motive had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Motive Class A Shares, and thus could be required to include that amount in income as a deemed dividend under applicable Treasury Regulations as a result of the Domestication.

EACH U.S. HOLDER IS URGED TO CONSULT THEIR TAX ADVISOR REGARDING THE CONSEQUENCES TO THEM OF MAKING AN ELECTION TO INCLUDE IN INCOME THE ALL EARNINGS AND PROFITS AMOUNT AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

U.S. Holders that Own Motive Class A Shares with a Fair Market Value of Less Than $50,000

A U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively) Motive Class A Shares with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the Domestication, and generally should not be required to include any part of the all earnings and profits amount in income.

Tax Consequences for U.S. Holders of Warrants

Subject to the considerations described above relating to a U.S. Holder’s ownership of warrants being taken into account in determining whether such U.S. Holder is a U.S. Shareholder for purposes of Section 367(b) of the Code, and the considerations described below relating to PFIC considerations, a U.S. Holder of warrants should not be subject to U.S. federal income tax with respect to the exchange of warrants for newly issued warrants in the Domestication.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

PFIC Considerations

In addition to the discussion under the heading “— Effects of Section 367 to U.S. Holders” above, the Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code.

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Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year) are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. For purposes of these rules, interest income earned by Motive would be considered to be passive income and cash held by Motive would be considered to be a passive asset.

PFIC Status of Motive

Based upon the composition of its income and assets, and upon a review of its financial statements, Motive believes that it likely was a PFIC for its most recent taxable year ended on December 31, 2020 and will likely be considered a PFIC for its current taxable year which ends as a result of the Domestication.

Effects of PFIC Rules on the Domestication

As discussed above, Motive believes that it is likely classified as a PFIC for U.S. federal income tax purposes. Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a United States person who disposes of stock of a PFIC (including for this purpose exchanging warrants for newly issued warrants in the Domestication) recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations may require gain recognition to U.S. Holders of Motive Class A Shares and Motive Public Warrants upon the Domestication if:

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Motive were classified as a PFIC at any time during such U.S. Holder’s holding period in such Motive Class A Shares or Motive Public Warrants; and

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the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such Motive Class A Shares or in which Motive was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) a mark-to-market election (as defined below) with respect to such Motive Class A Shares. Generally, regulations provide that neither election applies to warrants. The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Motive.

Under these rules:

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the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s Motive Class A Shares or Motive Public Warrants;

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the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Motive was a PFIC, will be taxed as ordinary income;

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the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder.

Any “all earnings and profits amount” included in income by a U.S. Holder as a result of the Domestication (discussed under the heading “— Effects of Section 367 to U.S. Holders” above) generally would be treated as gain subject to these rules.

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It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. Therefore, U.S. Holders of Motive Class A Shares that have not made a timely QEF Election (or a QEF Election along with a purging election) or a mark-to-market election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Domestication with respect to their Motive Class A Shares and Motive Public Warrants under the PFIC rules in the manner set forth above. An Electing Shareholder (as defined below) generally would not be subject to the adverse PFIC rules discussed above with respect to their Motive Class A Shares but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Motive, whether or not such amounts are actually distributed.

The application of the PFIC rules to Motive Public Warrants is unclear. A proposed Treasury Regulation issued under the PFIC rules generally treats an “option” (which would include a Motive Public Warrant) to acquire the stock of a PFIC as stock of the PFIC, while a final Treasury Regulation issued under the PFIC rules provides that the QEF Election does not apply to options and no mark-to-market election (as defined below) is currently available with respect to options. Therefore, it is possible that the proposed Treasury Regulations if finalized in their current form would apply to cause gain recognition on the exchange of Motive Public Warrants for Domestication Public Warrants pursuant to the Domestication.

Any gain recognized by a U.S. Holder of Motive Class A Shares or Motive Public Warrants as a result of the Domestication pursuant to PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules in the manner set forth above, with no corresponding receipt of cash.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF THE PFIC RULES ON THE DOMESTICATION, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Motive Class A Shares (but not Motive Public Warrants) will depend on whether the U.S. Holder has made a timely and effective election to treat Motive as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of Motive Class A Shares during which Motive qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. A purging election creates a deemed sale of the U.S. Holder’s Motive Class A Shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would have a new basis and holding period in its Motive Class A Shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

A U.S. Holder’s ability to make a QEF Election (or a QEF Election along with a purging election) with respect to Motive is contingent upon, among other things, the provision by Motive of a “PFIC Annual Information Statement” to such U.S. Holder. Motive provided PFIC Annual Information Statements to U.S. Holders of Motive Class A Shares, upon request, with respect to its taxable year that ended on December 31, 2019 and will endeavor to continue to provide to a U.S. Holder such information upon request. There is no assurance, however, that Motive will timely provide such information. A U.S. Holder that made a QEF Election (or a QEF Election along with a purging election) may be referred to as an “Electing Shareholder” and a U.S. Holder that did not make a QEF Election may be referred to as a “Non-Electing Shareholder.” As discussed further above, a U.S. Holder is not able to make a QEF Election with respect to Motive Public Warrants. An Electing Shareholder generally would not be subject to the adverse PFIC rules discussed above under the heading “—Effects of PFIC Rules on the Domestication” with respect to its Motive Class A Shares. The impact of the PFIC rules on a U.S. Holder of Motive Class A Shares may also depend on whether the U.S. Holder has made an election under Section 1296 of the Code. U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including the NYSE, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value (a “mark-to-market election”). No assurance can be given that the Motive Class A Shares are considered to be marketable stock for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders will generally not be subject to the special taxation rules of Section 1291 of the Code discussed herein. However, if the mark-to-market election is made by a Non-Electing Shareholder after the beginning of its holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Motive Class A Shares. A mark-to-market election is not available with respect to Motive Public Warrants.

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THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), A MARK-TO-MARKET ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

Effects to U.S. Holders of Exercising Redemption Rights

The U.S. federal income tax consequences to a U.S. Holder of Motive Class A Shares (which was exchanged for Domestication Common Stock in the Domestication) that exercises its redemption rights to receive cash from the trust account in exchange for all or a portion of its Domestication Common Stock will depend on whether the redemption qualifies as a sale of Domestication Common Stock redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such U.S. Holder’s Domestication Common Stock redeemed, such U.S. Holder will generally recognize capital gain or capital loss equal to the difference, if any, between the amount of cash received and such U.S. Holder’s tax basis in Domestication Common Stock redeemed.

The redemption of Domestication Common Stock will generally qualify as a sale of Domestication Common Stock redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only Domestication Common Stock actually owned by such U.S. Holder, but also shares of Domestication Common Stock that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to Domestication Common Stock owned directly, Domestication Common Stock owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any Domestication Common Stock such U.S. Holder has a right to acquire by exercise of an option, which would generally include Domestication Common Stock which could be acquired pursuant to the exercise of the warrants.

The redemption of Domestication Common Stock will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of New Forge outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80 percent of the percentage of New Forge outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption. There will be a complete termination of such U.S. Holder’s interest if either (i) all of Domestication Common Stock actually or constructively owned by such U.S. Holder is redeemed or (ii) all of Domestication Common Stock actually owned by such U.S. Holder is redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of Domestication Common Stock owned by certain family members and such U.S. Holder does not constructively own any other New Forge shares. The redemption of Domestication Common Stock will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate interest in New Forge. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the above tests is satisfied, a redemption will be treated as a distribution with respect to Domestication Common Stock. Such distribution will generally be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of New Forge’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of any such earnings and profits will generally be applied against and reduce the U.S. Holder’s basis in its other Domestication Common Stock (but not below zero) and, to the extent in excess of such basis, will be treated as capital gain from the sale or exchange of such redeemed shares. After the application of those rules, any remaining tax basis of the U.S. Holder in Domestication Common Stock redeemed will generally be added to the U.S. Holder’s adjusted tax basis in its remaining Domestication Common Stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other Domestication Common Stock constructively owned by such U.S. Holder.

Because the Domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and of the PFIC rules as a result of the Domestication (discussed further above).

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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR DOMESTICATION COMMON STOCK PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

NON-U.S. HOLDERS

As used herein, a “non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership or other pass-through for U.S. federal income tax purposes) of Motive Class A Shares or Motive Public Warrants that is not a U.S. Holder.

Effects of the Domestication to Non-U.S. Holders

We do not expect the Domestication to result in any U.S. federal income tax consequences to non-U.S. Holders of our securities except, in the case of Domestication Public Warrants, if any gain recognized is effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States or any loss that is allocable to any effectively connected gain or income. In this case, a non-U.S. Holder of Domestication Public Warrants will be treated the same as a U.S. Holder of such warrants, as described above under the heading “Tax Consequences for U.S. Holders of Warrants.”

The following describes U.S. federal income tax considerations relating to the ownership and disposition of Domestication Common Stock and warrants by a non-U.S. Holder after the Domestication.

Distributions

In general, any distributions made to a non-U.S. Holder with respect to Domestication Common Stock, to the extent paid out of New Forge’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder), will be subject to withholding tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the non-U.S. Holder’s adjusted tax basis in its Domestication Common Stock and then, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of such Domestication Common Stock, which will be treated as described under “— Sale, Exchange or Other Taxable Disposition of Domestication Common Stock and Warrants” below.

Dividends paid by New Forge to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Sale, Exchange or Other Taxable Disposition of Domestication Common Stock and Domestication Public Warrants

A non-U.S. Holder will generally not be subject to U.S. federal income tax on gain realized on a sale, exchange or other taxable disposition of Domestication Common Stock or Domestication Public Warrants unless:

●

such non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition and certain other requirements are met, in which case any gain realized will generally be subject to a flat 30% U.S. federal income tax;

●

the gain is effectively connected with a trade or business of such non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder), in which case such gain will be subject to U.S. federal income tax at the same graduated individual or corporate

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rates applicable to U.S. Holders, and any such gain of a non-U.S. Holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or

●

New Forge is or has been a U.S. real property holding corporation at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period and either (A) Domestication Common Stock has ceased to be regularly traded on an established securities market or (B) such non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period, more than 5% of outstanding Domestication Common Stock.

If the third bullet point above applies to a non-U.S. Holder, gain recognized by such non-U.S. holder on the sale, exchange or other taxable disposition of Domestication Common Stock or Domestication Public Warrants will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such Domestication Common Stock or Domestication Public Warrants from a non-U.S. Holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. We will be classified as a U.S. real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. New Forge does not expect to be classified as a U.S. real property holding corporation before or immediately following the Business Combination. However, such determination is factual in nature and subject to change and no assurance can be provided as to whether New Forge will be a U.S. real property holding corporation with respect to a non-U.S. Holder following the Business Combination or at any future time.

Effects to Non-U.S. Holders of Exercising Redemption Rights

The U.S. federal income tax consequences to a non-U.S. Holder of Domestication Common Stock that exercises its redemption rights to receive cash from the trust account in exchange for all or a portion of its Domestication Common Stock will depend on whether the redemption qualifies as a sale of Domestication Common Stock redeemed, as described above under “U.S. Holders — Effects to U.S. Holders of Exercising Redemption Rights.” If such a redemption qualifies as a sale of Domestication Common Stock, the U.S. federal income tax consequences to the non-U.S. Holder will be as described above under “Non-U.S. Holders — Sale, Exchange or Other Taxable Disposition of Domestication Common Stock and Warrants.” If such a redemption does not qualify as a sale of Domestication Common Stock, the non-U.S. Holder will be treated as receiving a distribution, the U.S. federal income tax consequences of which are described above under “Non-U.S. Holders — Distributions.” Because the treatment of a redemption may not be certain or determinable at the time of redemption, redeemed non-U.S. Holders may be subject to withholding tax on the gross amount received in such redemption. Non-U.S. Holders may be exempt from such withholding tax if they are able to properly certify that they meet the requirements of an applicable exemption (e.g., because such non-U.S. Holders are not treated as receiving a dividend under the Section 302 tests described above under “U.S. Holders — Effects to U.S. Holders of Exercising Redemption Rights”).

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends on and the proceeds from a sale or other disposition of Domestication Common Stock. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person for U.S. federal income tax purposes, under penalties of perjury, or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a non-U.S. Holder will generally be allowed as a credit against such non-U.S. Holder’s U.S. federal income tax liability and may entitle such non-U.S. Holder to a refund, provided that the required information is furnished by such non-U.S. Holder to the IRS in a timely manner.

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Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of securities (including Domestication Common Stock or Domestication Public Warrants) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Domestication Common Stock or Domestication Public Warrants are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of Domestication Common Stock or Domestication Public Warrants held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Domestication Common Stock or Domestication Public Warrants.

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INFORMATION ABOUT MOTIVE

References in this section to “we,” “our,” “us,” the “Company,” or “Motive” generally refer to Motive Capital Corp.

General

Motive is a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although Motive is not limited to a particular industry or sector for purposes of consummating a business combination, Motive focuses on businesses in the technology industries primarily located in the United States. Motive has neither engaged in any operations nor generated any revenue to date. Based on Motive’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash. Motive is an early stage and emerging growth company and, as such, the company is subject to all of the risks associated with early stage and emerging growth companies.

On December 15, 2020, Motive consummated its initial public offering of 41,400,000 Motive Units consisting of one Motive Class A Share, par value $0.0001 per share and one-third of one redeemable Motive Public Warrant, with each whole Motive Public Warrant entitling the holder thereof to purchase one Motive Class A Share for $11.50 per share. The Motive Units were sold at a price of $10.00 per Motive Unit, generating gross proceeds to Motive of $414,000,000. A total of $414,000,000 of net proceeds from the IPO and the sale of the Motive Private Warrants was placed in a U.S.-based trust account maintained by Continental, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to Motive to pay its taxes (less up to $100,000 of interest to pay dissolution expenses, if any), the Cayman Constitutional Documents, and subject to the requirements of law and regulation, provides that the proceeds held in the trust account will not be released from the trust account (1) to Motive until the completion of Motive’s initial business combination, or (2) to Motive’s public shareholders, until the earliest of (a) the completion of Motive’s initial business combination, and then only in connection with those Motive Class A Shares that such shareholders have properly elected to redeem, subject to the limitations described therein, (b) the redemption of any Motive Class A Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Motive’s obligation to provide holders of Motive Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of Motive Class A Shares if it does not complete its initial business combination by December 15, 2022 or (B) with respect to any other provision relating to the rights of holders of Motive Class A Shares, and (c) the redemption of Motive Class A Shares if Motive has not consummated its business combination by December 15, 2022.

Fair Market Value of Target Business

The rules of NYSE require that Motive’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for the payment of taxes and excluding the amount of any deferred underwriting discount held in trust). Motive’s board of directors determined that this test was met in connection with the proposed Business Combination.

Shareholder Approval of the Business Combination

Motive is seeking shareholder approval of the Business Combination at the Extraordinary Meeting, at which shareholders may elect to redeem their shares, regardless of if or how they vote in respect of the Business Combination Proposal, into their pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). Motive will consummate the Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation, the Cross-Conditioned Proposals are approved and the conditions set forth in the Merger Agreement are satisfied or otherwise waived by the applicable parties. Notwithstanding the foregoing, a public shareholder, 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 Motive Class A Shares with respect to more than an aggregate of 15% of the Motive Class A Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Motive Class A Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director of Motive have agreed to, among other things, vote in favor of the Business Combination and the transactions contemplated thereby in addition to each other proposal recommended by the board of directors of Motive, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any Motive Ordinary Shares held by them. The Founder Shares

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held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding Motive Ordinary Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding Motive’s securities, the Sponsor or Motive’s directors, officers, advisors or their respective affiliates may purchase Motive Class A Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Cross-Conditioned Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Motive Class A Shares or vote their Motive Class A Shares in favor of the Cross-Conditioned Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Motive Class A Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Motive’s directors, officers, advisors or their respective affiliates purchase Motive Class A Shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their Motive Class A Shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requisite voting standards to approve the Business Combination Proposal, the Redomestication Proposal, the Non-Binding Organizational Documents Proposals, the Binding Charter Proposal, the NYSE Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, (3) satisfaction of the requirement that the Minimum Cash Condition is satisfied, (4) otherwise limiting the number of Motive Class A Shares electing to redeem and (5) Motive’s net tangible assets (as determined in accordance with Rule 3a5 1(g)(1) of the Exchange Act) being at least $5,000,001.

Liquidation if No Initial Business Combination

The Cayman Constitutional Documents provide that we will have until December 15, 2022 to consummate an initial business combination. If we have not consummated an initial business combination within this period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Motive Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Motive Class A Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination by December 15, 2022. The Cayman Constitutional Documents provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

The Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial business combination by December 15, 2022 or any extension thereof by a vote of our public shareholders (although they will be entitled to liquidating distributions from the trust account with respect to any Motive Class A Shares they hold if we fail to complete our initial business combination within the prescribed time frame).

The Sponsor and our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to the Cayman Constitutional Documents (A) that would modify the substance or timing of our obligation to provide holders of our Motive Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of Motive Class A Shares if we do not complete our initial business combination by December 15, 2022 or (B) with respect to any other provision relating to the rights of holders of Motive Class A Shares, unless we provide such holders with the opportunity to redeem their Motive Class A Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding number of Motive Class A Shares. However, we may not redeem Motive Class A Shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC's “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of Motive Class A Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the

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related redemption of Motive Class A Shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by the Sponsor, any of our executive officers or directors, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our IPO and the sale of the Motive Private Warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party's engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. UBS Investment Bank and J.P. Morgan Securities LLC will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per Motive Class A Share and (ii) the actual amount per Motive Class A Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Motive Class A Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per Motive Class A Share and (ii) the actual amount per Motive Class A Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Motive Class A Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, due to the potential claims of creditors, we cannot assure you that the actual value of the per-share redemption price will not be less than $10.00 per Motive Class A Share.

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We will seek to reduce the possibility that the Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. The Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We have access to up to $1,000,000 following our IPO and the sale of Motive Private Warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. However, any such liability would not be greater than the amount of funds from our trust account received by any such shareholder.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per Motive Class A Share to our public shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of Motive Class A Shares if we do not complete our initial business combination by December 15, 2022, (ii) in connection with a shareholder vote to amend our Cayman Constitutional Documents (A) to modify the substance or timing of our obligation to provide holders of Motive Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of Motive Class A Shares if we do not complete our initial business combination by December 15, 2022 or (B) with respect to any other provision relating to the rights of holders of Motive Class A Shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Motive Class A Shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by December 15, 2022, with respect to such Motive Class A Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights as described in this proxy statement/prospectus.

Facilities

Motive currently maintains its executive offices at 7 World Trade Center, 250 Greenwich St., FL 47, New York, NY 10007, and considers its current office space adequate for current operations.

Competition

If Motive succeeds in effecting the Business Combination, there will be, in all likelihood, significant competition from Forge’s competitors. Motive cannot assure you that, subsequent to the Business Combination, New Forge will have the resources or ability to compete effectively. Information regarding New Forge’s prospective competition is set forth in the sections entitled “Information about Forge — Competition.”

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Directors and Officers

Motive officers, directors are as follows:


Name	Age	Position
Rob Heyvaert	57	Executive Chairman and Director
Blythe Masters	52	Chief Executive Officer and Director
Kristy Trieste	43	Chief Financial Officer and Director
Jill M. Considine	77	Director
Stephen C. Daffron	65	Director
Dina Dublon	68	Director
Paula Madoff	54	Director

Rob Heyvaert has been our Executive Chairman and a director of Motive Capital Corp since 2020. Mr. Heyvaert is the Managing Partner of Motive Partners which he founded in 2017. Mr. Heyvaert serves on the Motive Executive, Investment, Valuation and Conflicts Committees. Prior to founding Motive Partners, Mr. Heyvaert founded Capco at age 34, which was acquired by FIS, where Mr. Heyvaert served as Corporate Executive Vice President of Global Financial Solutions from 2010 to 2015. Additionally, Mr. Heyvaert was part of the Executive Management Committee of FIS and held corporate responsibility for all Enterprise Strategy related matters. Prior to founding Capco, Mr. Heyvaert founded Cimad Consultants at age 24, which was later sold to IBM, where Mr. Heyvaert was appointed global General Manager of Securities and Capital Markets and served in this role from 1996 to 1998.

Blythe Masters has served as the Chief Executive Officer and a director of Motive Capital Corp since 2020. Ms. Masters is an Industry Partner at Motive Partners, which she joined in 2019. Prior to joining Motive Partners, Ms. Masters served from 2015 to 2018 as the CEO of Digital Asset Holdings, the leading enterprise blockchain fintech software company responsible for the Australian Securities Exchange’s post trade infrastructure replacement project. Prior to joining Digital Asset Holdings, Ms. Masters was a senior executive at J.P. Morgan for 27 years from 1987 to 2014. Ms. Masters was a member of the Corporate & Investment Bank Operating Committee and firmwide Executive Committee, along with other positions including Head of Global Commodities, Head of Corporate & Investment Bank Regulatory Affairs, CFO of the Investment Bank, Head of Global Credit Portfolio and Credit Policy and Strategy and Head of Structured Credit. Ms. Masters serves as Board Member and Member of the Compensation and Risk Committees of Credit Suisse Group AG, Board Member of A.P. Moller Maersk, Board Member and Audit Committee Chair of GCM Grosvenor, Member of the International Advisory Board of Santander Group and Santander’s Open Digital Services Board. Ms. Masters is a member of the Advisory Board of the US Chamber of Digital Commerce, Figure Technologies and Maxex as well as a member of the Brookings Institution Taskforce on Financial Stability and P.R.I.M.E. Finance (the Hague based Panel of Recognized International Market Experts in Finance). Ms. Masters is a graduate and Senior Scholar of Trinity College, Cambridge where she received a B.A. in Economics.

Kristy Trieste has served as Chief Financial Officer and a director of Motive Capital Corp since 2020. Ms. Trieste is a Founding Partner, Chief Financial Officer and Chief Compliance Officer of Motive Partners since 2017. Prior to joining Motive Partners, Ms. Trieste served as Managing Director of Finance and Operations at Corsair Capital from 2009 until 2017. Prior to joining Corsair, Ms. Trieste was an Associate in the Finance and Administration group within the Principal Investment Area at Goldman Sachs from 2007 to 2009. Before joining Goldman Sachs, Ms. Trieste was an Assistant Vice President within the finance division of Corporate Investments at Deutsche Bank AG from 2006 through 2007. Ms. Trieste also worked at Ernst & Young LLP from 2000 through 2007. Ms. Trieste serves on the NY PE and VC FEA Board, a national affinity group administered by First Republic Bank. Ms. Trieste earned a B.B.A. in Accounting and Finance from James Madison University and is a Certified Public Accountant.

Jill M. Considine has been a member of the Board of Directors of Motive Capital Corp since 2020. Ms. Considine currently serves as a director of Mizuho Americas, Mizuho Securities USA, Mizuho Bank (USA), and the Financial Services Volunteer Corps (FSVC). Ms. Considine is a member of the Council on Foreign Relations and the Economics Club of New York.

Previously, Ms. Considine has served as Chairman from 2014 to 2016 of the London Clearing House, LLC, and non-executive director from 2014 to 2020. Also was Chair of the remuneration committee, and member of the audit and nomination committees of the London Clearing House. Ms. Considine also has served as director of Atlantic Mutual Insurance Companies, The Interpublic Group of Companies, Ambac Financial Group, and as the Chairman of Butterfield Fulcrum Group. Ms. Considine was a member of the board of the Federal Reserve Bank of New York for six years, serving as Chairman of the Audit and Operational Risk Committee. Ms. Considine was appointed as a trustee of the AIG Credit Facility Trust by the Federal Reserve Bank of New York and the US Treasury and served from 2009 until 2011.

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Prior, Ms. Considine served as Senior Advisor of The Depository Trust & Clearing Corporation (DTCC) and its subsidiaries from 2007 to 2008, Chairman from 2006 to 2007, and as both Chairman and Chief Executive Officer from 1999 to 2006. Before DTCC, Ms. Considine served as the President of the New York Clearing House Association from 1993 to 1998. Ms. Considine served as a Managing Director, Chief Administrative Officer, and as a member of the Board of Directors of American Express Bank Ltd. from 1991 to 1993, prior to which she was the New York State Superintendent of Banks from 1985 to 1991.

Ms. Considine has served on the Group of Thirty Steering Committee on global clearance and settlement and as a member and speaker at the World Economic Forum in Davos. Ms. Considine was a Presidential appointee to the Advisory Committee for Trade Policy and Negotiations from 2003-2004. Ms. Considine was named Six Sigma Chief Executive Officer of the Year Award in 2006 and one of Crain’s New York Business 100 Most Influential Women in Business. Ms. Considine earned a B.A. with honors from St. John’s University, attended Bryn Mawr College, received an M.B.A. with honors from the Columbia University Graduate School of Business, and has an honorary Doctorate of Civil Law from St. John’s University.

Stephen C. Daffron has been a member of the board of directors of Motive Capital Corp since 2020. Mr. Daffron is a Co-Founder and Industry Partner at Motive Partners which was founded in 2017. Mr. Daffron was the President of Dun & Bradstreet, a position he held between 2019 and 2021. Mr. Daffron serves on the Boards of QOMPLX since 2018 and E2Open since 2021. Prior to joining Motive Partners, Mr. Daffron served from 2013 to 2016 as the Chief Executive Officer of Interactive Data. Prior to Interactive Data, Mr. Daffron was the Global Head of Technology, Operations, and Data at Morgan Stanley from 2008 to 2013. Before returning to the sell-side, Mr. Daffron was Chief Operating Officer at Renaissance Technologies. Prior to this, Mr. Daffron worked for Goldman Sachs from 1993 to 2003, initiated the re-engineering of operations and technology functions across payments, derivative processing, credit risk/collateral control, and investment management. Prior to his career in finance, Mr. Daffron served as an Associate Professor at the United States Military Academy at West Point, and in various command and staff positions in the U.S. Army around the world. Mr. Daffron earned a B.S. from the United States Military Academy, and an MBA, MA, M.Ph. and Ph.D. from Yale.

Dina Dublon has been a member of the board of directors of Motive Capital Corp since 2020. Ms. Dublon currently serves as a Board member of PepsiCo since 2005, T Rowe Price Group since 2019 and serves on the Independent Audit Quality Committee of Ernst & Young since 2020. Ms. Dublon serves as a member of the Board of Advisors of Columbia University Mailman School of Public Health, member of the board of the Westchester Land Trust (WLT) and Co-Chairs Columbia Cancer Center (HICC) Advisory Council. Ms. Dublon was the Executive Vice President and Chief Financial Officer of JPMorgan Chase & Co., from 1998 until her retirement in 2004. Prior to this, Ms. Dublon previously held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including Corporate Treasurer, Managing Director of the Financial Institutions division and Head of Asset Liability management. Ms. Dublon has previously served on the Supervisory Board of Deutsche Bank from 2013 to 2018, the Board of Microsoft from 2005 to 2014, the Board of Accenture from 2002 to 2017, was a faculty member of Harvard Business School from 2011 to 2012 and worked at Bank Hapoalim in Israel. Ms. Dublon has also served on the boards of several non-profit organizations, including the Women’s Refugee Commission, Global Fund for Women. Ms. Dublon has been on the Fortune list of the 50 most powerful women in business for several years and has been honored as a “Woman Who Makes a Difference” by many organizations. Ms. Dublon received her B.A. from Hebrew University of Jerusalem and her M.S. from Carnegie Mellon University.

Paula Madoff has been a member of the Board of Directors of Motive Capital Corp since 2020. Ms. Madoff currently serves as an Advisor to The Goldman Sachs Group. Ms. Madoff serves as a non-executive director on the boards of Power Corp of Canada since 2020, Tradeweb since 2019, Great-West Lifeco since 2018, KKR Real Estate Finance Trust since 2018, Beacon since 2018, and ICE Benchmark Administration since 2018, where she is also Chair of the ICE LIBOR Oversight Committee. Ms. Madoff has been with Goldman Sachs for 27 years where she was most recently a Partner leading Interest Rate Products, Derivatives, and Mortgages until her retirement from that position in August 2017. Ms. Madoff has held several additional leadership positions at Goldman Sachs, including Co-Chair of the Retirement Committee, overseeing all 401(k) and pension plan assets, Chief Executive Officer of Goldman Sachs Mitsui Marine Derivatives Products, L.P.; and was a member of its Securities Division Operating Committee; Firmwide New Activity Committee; and GS Bank USA Client and Business Standards Committee. Prior to Goldman Sachs, Ms. Madoff worked in Mergers and Acquisitions at Wasserstein Perella & Co. and in Corporate and Real Estate Finance at Bankers Trust.

Our board of directors has determined that Dina Dublon, Jill M. Considine and Paula Madoff are “independent directors” as defined in the NYSE listing standards.

Number and Terms of Office of Directors and Officers

Motive’s board of directors consists of seven members. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year-end following our listing on NYSE. The term of office of the first class of directors, consisting of Rob Heyvaert, Blythe Masters and Kristy Trieste, will expire at our first annual

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general meeting. The term of office of the second class of directors, consisting of Dina Dublon and Jill M. Considine, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Stephen C. Daffron and Paula Madoff, will expire at the third annual general meeting.

Only holders of Motive Class B Shares have the right to vote for the election of directors in any general meeting held prior to or in connection with the completion of our initial business combination, which directors will be proposed by the Company’s board of directors following a nomination by the nominating and corporate governance committee. Holders of Motive Class A Shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Motive Class B Shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of such Motive Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

The rules of the NYSE require that a majority of Motive’s board of directors be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and the listing standards of NYSE. In addition, members of Motive’s compensation committee and nominating and corporate governance committee must also satisfy the independence criteria set forth under the listing standards of NYSE.

A majority of our board of directors are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our board of directors has determined that Dina Dublon, Jill M. Considine and Paula Madoff are “independent directors” as defined in NYSE listing standards and applicable SEC rules and that Stephen C. Daffron is an “independent director” as defined in NYSE listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Our audit committee is entirely composed of independent directors meeting NYSE listing standards and SEC rules applicable to audit committee members.

Employees

Motive currently has two executive officers. These individuals are not obligated to devote any specific number of hours to Motive matters but they intend to devote as much of their time as they deem necessary to Motive’s affairs until completion of an initial business combination. Motive does not intend to have any full time employees prior to the completion of the Business Combination.

Periodic Reporting and Financial Information

We have registered our Motive Units, Motive Public Warrants and Motive Class A Shares pursuant to the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, Motive’s annual reports contain financial statements audited and reported on by Motive’s independent registered public accounting firm. Motive has filed with the SEC its Annual Report on Form 10-K/A covering the year ended December 31, 2020.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against Motive or any members of its management team in their capacity as such.

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

References in this section of the proxy statement/prospectus to the “Company,” “Motive Capital Corp” “our,” “us” or “we” refer to Motive Capital Corp. The following discussion and analysis of Motive’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under the headings “Forward-Looking Statements; Market, Ranking and Other Industry Data,” “Proposal No. 1 — The Business Combination Proposal — Certain Projected Financial Information,” “Risk Factors” and elsewhere in this proxy statement/prospectus.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 our name was changed to Motive Capital Corp. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). We are not limited to a particular industry or sector for purposes of consummating a Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.

The registration statement for our Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, we consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (our “Sponsor”), generating gross proceeds of $11,080,000. Transaction costs amounted to approximately $23,700,000, consisting of approximately $8,300,000 of underwriting fees, $14,500,000 of deferred underwriting fees and approximately $900,000 of other offering costs.

Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by us, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to our shareholders, as described below.

We will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if we have not completed a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining Public Shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

As described in Note 2 of the notes to the Motive financial statements for the fiscal year ended December 31, 2020 and Note 2 of the notes to the Motive financial statements for the fiscal nine months ended September 30, 2021, each included herein (such notes, the “Restatement Note”), after preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify Motive Class A Shares subject to redemption in temporary equity. Subsequent to the filing of the 10-Q for the quarterly period ending September 30, 2021, the Company concluded it should restate its prior-filed financial statements to classify all Motive Class A Shares subject to

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possible redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Motive Class A Shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in its amended and restated memorandum and articles of association. Therefore, on November 24, 2021, the Company filed a Form 8-K reporting that the Company’s previously issued (i) audited balance sheet as of December 15, 2020 (the “Post-IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 2, 2021 (the “2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021 (the “Q1 Form 10-Q”), (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (the “Q2 Form 10-Q”) and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021 (the “Q3 Form 10-Q” and collectively, the “Affected Periods”), should no longer be relied upon.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its audit committee, concluded that the Affected Periods should be restated to present all Motive Class A Shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company has restated its financial statements for the Affected Periods in: (1) the Company’s Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on December 15, 2021, for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, (2) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on December 15, 2021, for the unaudited condensed consolidated financial statements included in the Q1 Form 10-Q, (3) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on December 15, 2021, for the unaudited condensed consolidated financial statements included in the Q2 Form 10-Q, and (4) the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on December 15, 2021, for the unaudited condensed consolidated financial statements included in the Q3 Form 10-Q. The previously presented Affected Periods should no longer be relied upon. The relevant restated financial statements are included herein beginning on page F-2.

Results of Operations

Our entire activity from inception through September 30, 2021 was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination and activities in connection with the proposed Merger. We will not generate any operating revenues until the closing and completion of our initial Business Combination. We generate non-operating income in the form of investment income from our investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from September 28, 2020 (inception) through December 31, 2020, we had net loss of approximately $11.8 million, which consisted of approximately $10.7 million loss from change in fair value of derivative liabilities, approximately $1.1 million transaction costs on derivative liabilities, and approximately $35,000 in general and administrative expenses, partially offset by approximately $21,000 in gains on marketable securities, dividends and interest held in Trust Account.

For the three months ended September 30, 2021, we had a net loss of approximately $11.4 million, which consisted of a non-operating loss of approximately $8.5 million resulting from the change in fair value of derivative liabilities and approximately $2.9 million in general and administrative expenses, partially offset by an approximate $10,000 gain on marketable securities, dividends and interest on investments held in Trust Account.

As a result of the restatement described in the Restatement Note, we classify the warrants and the Forward Purchase Agreement issued in connection with our Initial Public Offering and Private Placement as liabilities at their fair value and adjust the warrant

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instruments and the Forward Purchase Agreement to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. For the period from September 28, 2020 (inception) through December 31, 2020, the change in fair value of derivative liabilities was an increase of approximately $10.7 million. We also recognized a charge of $1.1 million for the amount of offering costs ascribed to the derivative liabilities.

For the nine months ended September 30, 2021, we had net income of approximately $6.7 million, which consisted of a non-operating gain of approximately $11.3 million resulting from the change in fair value of derivative liabilities, and approximately $80,000 of gain on marketable securities, dividends and interest on investments held in Trust Account, partially offset by an approximate $4.7 million in general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2021, we had approximately $715,000 in cash and a working capital deficit of approximately $2.8 million.

In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, we had no outstanding borrowings under the Working Capital Loans.

Based on the foregoing, including the ability of the Company to draw upon the Working Capital Loans, management believes that the Company will have sufficient working capital and borrowing capacity to identify and evaluate prospective initial Business Combination candidates, perform due diligence on prospective target businesses, pay for travel expenditures, select the target business to merge with or acquire, and structure, negotiate and consummate the Business Combination.

In connection with the our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until December 15, 2022 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 15, 2022.

Contractual Obligations

Registration Rights

Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Motive Class A Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Underwriting Agreement

We granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 14,490,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions.

The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative Support Agreement

We entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay our Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of September 30, 2021, we did not incur any fees for the administrative support. Our Sponsor has waived such fees and such fees will not be payable until our Sponsor determines that such fees should be paid.

Material Weakness

As described in Part II December 15, Item 9A. “Controls and Procedures” in our Annual Report on Form 10K/A as filed with the SEC on, 2021, we have identified a material weakness in our internal control over financial reporting. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex equity and equity-linked instruments issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of December 15, 2020, its annual financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021. Additionally, this material weakness could result in a misstatement of the carrying value of equity, equity-linked instruments and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Motive’s management understands that the accounting standards applicable to our financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters. Management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

For a discussion of management’s consideration of the material weakness described above, see the Restatement Note.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements contained in this proxy statement/prospectus, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Derivative liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is based on the value of the Public Warrants given the low likelihood of the Company’s ordinary share price exceeding $18.00 by the start of the exercise period. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. The determination of the fair value of derivative liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary deficit. At all other times, Class A ordinary shares are classified as shareholders’ deficit. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events, Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity. Accordingly, as of September 30, 2021 and December 31, 2020, a total of 41,400,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our unaudited condensed consolidated balance sheets.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Net Income (Loss) Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 21,186,667 Class A ordinary shares in the calculation of diluted net income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021 and for the period from September 28, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

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Recent Adopted Accounting Standards

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. We early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Recent Issued Accounting Standards

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements contained in this proxy statement/prospectus may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2021, we were not subject to any significant market or interest rate risk. On December 15, 2020, the net proceeds of the Initial Public Offering, including amounts in the Trust Account, were invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

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INFORMATION ABOUT FORGE

Unless the context otherwise requires, the terms “Forge,” “the company,” “we,” “us,” and “our” in this section refer to Forge Global, Inc. and its consolidated subsidiaries prior to the Business Combination, and to and its consolidated subsidiaries, including Forge Global, Inc., after giving effect to the Business Combination.

Business Overview

At Forge, we firmly believe that everyone should have the opportunity to participate in the private market and have built technology and solutions to power an accessible, liquid, and transparent private market for everyone. Our mission is to give a broader group of people the ability to buy and sell private shares in some of the world’s most innovative companies and help all who participate in the private market economy to accelerate destiny.

Forge is a leading provider of marketplace infrastructure, data services, and technology solutions for private market participants. Our global online trading platform, Forge Markets, enables Accredited Institutional and Individual investors to purchase private company shares from current and former employees, as well as existing investors. Our accessible and technology-enabled market makes it easy for employees to sell their private shares, for companies to reward shareholders with pre-IPO liquidity and for individual and institutional investors to contribute to and potentially benefit from private unicorn growth.

Since inception, we have added complementary pillars alongside Forge Markets to provide the access, transparency and solutions that companies, as well as institutional and individual investors and shareholders need to confidently navigate and efficiently transact in the private markets. The four pillars that make up our business are:

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Forge Markets: Our online trading platform that connects potential investors with private company shareholders and enables them to efficiently facilitate private share transactions

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Forge Trust: Our non-depository trust company that enables clients to securely custody and manage non-liquid assets through a robust and user-friendly online portal

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Forge Data: Our data business provides market participants the information and insight to confidently navigate, analyze and make investment decisions in the private market

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Forge Company Solutions (FCS): Our software solution purpose built for private companies to easily administer primary and secondary financing events

We have strategically invested in these four pillars because we believe they will collectively drive strong network effects and help power the private market ecosystem.

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Forge’s Technology Platform Powers the Private Market

Forge uniquely delivers streamlined access to the private market taking a historically analog and opaque process and modernizing it with an efficient, transparent digital platform. Since our inception, together with the historical business and companies we have acquired, we have facilitated over 20,000 trades in over 400 companies for buy-side and sell-side clients in 70 countries. We have over 400,000 registered users, including 123,000 Accredited Investors, all of whom have indicated interest in accessing shares in private companies through our online platform. Having closed more than $11 billion in transaction volume since inception and $3 billion in the twelve months ending September 30, 2021, Forge is experiencing the distinct advantage of a large marketplace’s scale where volume begets more volume.

The Forge platform serves people who have different aspirations and needs, such as:

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The innovative CEO who wants to stay private and retain employees as long as it takes to achieve her long-term vision

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The dedicated employee who needs to pay for her child’s college tuition or buy a home today and can't afford to wait for her company to go public

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The passionate investor who knows that investors in the last round of a private company before IPO often see outsized gains when compared to public market investments but has historically lacked access to this investment class

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And institutions who provide clients investment opportunities in attractive private stocks

We have experienced strong revenue growth, while operating the business in a capital-efficient manner.

For the year ended December 31, 2020, as compared to the year ended December 31, 2019:

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Revenue less transaction-based expenses grew 99% to $47.8 million, up from $24 million

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Recorded a net loss of $9.7 million, compared to a net loss of $15.2 million

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Adjusted EBITDA was $2.8 million, compared to an adjusted EBITDA loss of $6.5 million

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In addition, for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020:

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Revenue less transaction-based expenses grew 229% to $95.2 million, up from $28.9 million

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Recorded a net loss of $12.1 million, compared to a net loss of $7.4 million

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Adjusted EBITDA was $10.2 million, compared to an adjusted EBITDA loss of $67 thousand

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During the year ended December 31, 2020 and the nine months ended September 30, 2021, revenue from placement fees represented approximately 57% and 85%, respectively, of our total revenue while revenue from custodial administration fees represented approximately 43% and 15%, respectively. Revenue from placement fees includes revenue generated from trades on Forge Markets originated through FCS’s software solutions purpose built for private companies who engage with FCS to easily administer their liquidity offerings. Due to the fact that Forge Data’s product offerings were only first broadly launched in the third quarter of 2021 and FCS was launched in the first quarter of 2021, we did not have any meaningful subscription fee revenue over the same periods.

We attribute our track record of growth to the key strategic investments we’ve made since inception, the remarkable efforts of our employees, the momentum contributed by our many clients, and our commitment to ensuring that our technology performs at the highest level. From creating a digital and scalable private market ecosystem, to helping our customers securely custody their assets, it is our technology, coupled with our data and operational expertise, that has been, and will continue to be, critical to enabling our long-term success.

The Large and Rapidly Growing Private Market

Private companies issue shares or grant options in their firms to incentivize and retain employees as part of their overall compensation package, or to fund growth by exchanging them for cash with investors. While employees and investors expect the price of the shares to rise and thus receive a positive return when the shares are sold, historically it was a challenge to monetize the shares before the company was bought or went public on a listing exchange such as the New York Stock Exchange (“NYSE”) or The Nasdaq Stock Market (“Nasdaq”).

Over the past 20 years, technology companies have increasingly stayed private longer. This is due in part to the availability of capital in the private markets, a company’s desire to avoid managing its business to a quarterly earnings cycle, and the increased cost and regulatory hurdles associated with being a public company. According to a study published March 2021, by Jay Ritter, Warrington College of Business, University of Florida from 1999 to 2020:

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The median age of technology companies at the time of the Initial Public Offering (IPO) has increased from 4 to 12 years; and

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The median market capitalization of these companies at the time they complete their IPO has also increased from $493 million to $4.3 billion.

Many of these private companies are building substantial value for their shareholders and growing quickly with the help of unprecedented levels of investment capital. However, more of that growth and value creation is now taking place while they remain private. Unless investors can access and participate in that growth before the companies go public or are acquired, outside investors do not have an opportunity to benefit from the value that is created.

A good benchmark demonstrating how quickly the private market is growing is the number of “unicorns” created, as well as market capitalization associated with them. A “unicorn” is defined as a company with an equity valuation more than $1 billion. According to Business Today and CB Insights:

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Since 2018 the number of unicorns has almost tripled from 260 to 762;

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These unicorns combined represent a $2.4 trillion equity value opportunity; and

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In the first half of 2021, on average, two new unicorns were created every single business day.

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As a result of these trends, a growing number of shareholders and employees seek liquidity while companies remain private. At the same time, companies need technology and services to ensure they’re able to manage their shareholders’ needs and to stay competitive when hiring and retaining talent.

Last year, investors contributed over $270 billion into private companies because they wanted to participate in the innovation economy, and they understood this is where the best potential returns are often realized. When you compare the 12-month performance of IPOs from 2010-2020 versus the performance had you invested in the round prior to the IPO, there is a marked difference. The 12-month return from IPOs during that time period is 37%, while the return had you invested in the round prior to the IPO is 277%.

Challenges in the Private Markets

Historically, participating in the private market was a complex and opaque endeavor for a number of reasons, including:

Lack of Liquidity

The private markets lacked technology, automated processes, and standardized documentation which led to an inefficient and illiquid market with little volume. Transactions were done primarily offline using manual and administratively burdensome steps that demanded significant time and effort. These issues were compounded because of market fragmentation; there was not a large-scale marketplace where many buyers and sellers could transact with one another across a large swath of potential companies.

Lack of Access

Gaining access to opportunities in private companies was extremely difficult and until recently, was only available to a small number of well-connected investors primarily made up of brand name angel investors and venture capital firms. In addition, the investment minimums were prohibitively high, usually in the millions of dollars, which also excluded most individual investors from participation.

Lack of Transparency

There was little information on private companies easily accessible to non-insiders. On the transactional side, information such as the amount of buy-side and sell-side interest in the companies, and the pricing of their shares was not readily available to market participants. This lack of transparency created uncertainty with market participants who lacked the data they needed to make a well-informed investment decision.

Forge’s Differentiated Solutions

We have developed and continue to enhance our marketplace infrastructure and complimentary solutions which are purpose-built for the needs of private market participants. We believe our robust technology platform as well as our large network of clients and partners will provide us the opportunity to transform the private market asset class and serve as the foundation on which others build their systems and businesses. Our unique and intuitive online user experience is supported by back-end technology and Private Market Specialists that will enable Forge’s four pillars to work efficiently and synergistically. In addition, Forge has established strong relationships with market participants including buyers, sellers, and companies in need of our solutions.

Forge has strategically built its business around these four pillars because of the potential network effect they provide to one another. The growth of one pillar provides the opportunity to fuel the growth in the other three, creating powerful synergies across all of them. This will not only help us provide better service for our clients, but it accelerates the growth of our business.

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Forge Markets

Forge Markets’ comprehensive online trading platform is a private informational and transactional marketplace designed to efficiently connect institutional and individual Accredited Investors with the shareholders of private companies. Technology powers and supports trade matching, efficient trade execution and settlement at scale. The client experience is powered by an intuitive user interface that enables individual and institutional investors to register for free, explore private company data and insights, discover trade opportunities, and easily indicate trade interest for execution in these opportunities.

Each prospective client must satisfy certain compliance criteria (e.g., accreditation) and provide customer identification information. Only Accredited Investors are eligible to invest in private stocks through our platform. Forge’s robust Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) processes permit us to verify an investor’s accreditation or shareholder’s identity quickly and efficiently.

While sellers do not need to qualify as Accredited Investors to sell their private stock, it is often the sale of their shares on Forge’s platform that enables the shareholder to meet the requirements to qualify as an Accredited Investor, which in turn provides them with the opportunity to reinvest their money into other available private company stocks.

Inside the Forge Markets experience, clients who are Accredited Investors can search for companies by name, sector, or valuation. Starting a trade on the Forge platform commences when a client submits an indication of interest (“IOI”) including whether

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they are buying or selling, the series of equity they want to sell or buy (e.g., preferred, common or both), and the price range and the volume range at which they are willing to buy or sell. The standard minimum transaction size on our platform is $100,000; however, we may allow an amount less than this under certain circumstances such as upon the specific request of certain sellers or to receive a partial execution of a larger order.

There are two main structures of trades we enable through Forge Markets. The first is a direct secondary transfer and the second is a pooled investment vehicle (”SPV”) which can aggregate multiple buyers and multiple sellers. The transaction flow is similar for both transaction types: a potential seller and buyer each submit indication of interest (“IOI”), the buyers and sellers are matched up, and the company approves the transaction.

We facilitate primary issuances and secondary purchases and/or sales of private company securities (“private resales”), typically in reliance on Rule 506 of Regulation D under the Securities Act. Private company securities include preferred and common stock, structured investments, and SPVs. Private resales are typically exempt from registration under the Securities Act pursuant to Sections 4(a)(1), 4(a)(2), 4(a)(7), or case law interpretations thereunder (i.e. 4(a)(1 ½)).

Although the seller is ultimately responsible for ensuring a valid exemption is available for a private resale, our process is designed to ascertain whether if an exemption from registration is available. Purchasers of private company securities on our platform must at a minimum be Accredited Investors as defined by Rule 501(a) of Regulation D under the Securities Act. In addition, sales are facilitated on our platform via executed purchase agreements and stock transfer agreements between the sellers and purchasers, which contain representations and warranties affirming the availability of the exemptions noted above.

Issuers, buyers and sellers from over sixty jurisdictions use our platform. The majority of our revenues are derived from transactions involving U.S. issuers. Our operations are located in the United States. We have a local branch office in Hong Kong. Our

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subsidiary, SharesPost Asia Pte Ltd., holds a Recognized Market Operator license with the Monetary Authority of Singapore; however, it currently does not engage in any business activities.

Forge Markets builds interest on the supply side primarily through its organic online presence. Employees and shareholders of a private company who may be seeking to sell shares often will make those shares available through the platform. We also work directly with private companies that want to raise private capital or provide an opportunity for their employees to sell a portion of their holdings. Lastly, we also source supply from financial institutions such as venture capital and private equity firms as well as cross-over institutional investors, hedge funds, family offices and capital aggregators that look to us to solve their liquidity needs.

We believe that the participant network along with the automation and workflows we have created to structure and efficiently process direct and SPV transactions are challenging to replicate, create a strong barrier to entry, and provide Forge the flexibility to optimally serve the marketplace in a manner that reflects the needs of both institutional and individual investors and does so in a way that enables companies to stay private longer while attracting and retaining the best employees.

Integration with Forge’s proprietary order-building engine and the platform’s ease of use masks the back-end technological complexity that is required to complete a trade. Amassing the expertise to perform all the necessary tasks to complete trades at scale is technically challenging and complex. We believe that Forge is uniquely positioned in that we have built the tools, features, and functionality to automate many parts of what has traditionally been a manual and offline process.

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Our Private Market Specialists provide complimentary support for buyers and sellers who have questions or need help completing their transactions. The expertise our Private Market Specialists provide our clients is invaluable as it enables clients to quickly get educated about the steps needed to access the private markets using Forge’s platform and to find answers to questions regarding the automated workflows we have built. We believe that through additional investments in technology, our platform will continue to further automate current manual processes, driving greater efficiency in the execution of private market trades.

We earn revenue on Forge Markets through placement fees that we charge buyers and/or sellers. These fees, which we call take rates or commissions, are based on several factors including size of transaction, type of structure, type of buyer and seller and use of external broker. Over the last twelve months ending June 30, 2021, our net commissions averaged 3.1%. Participants may pay a higher commission if the total dollar amount of the transaction is less than our typical minimum transaction amount of $100,000. We take into consideration the following factors for determining any variance in our commissions charged: availability of the security generally, estimated internal expenses on the transaction, and total cost to buyers and sellers (i.e. does the buyer or seller pay additional fees imposed by the issuer, such as for legal opinions, transfer fees or escrow fees).

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Forge Trust

Forge Trust makes it easy and seamless for investors, equity holders and institutions to hold, value, and manage private assets. Through a South Dakota non-depository (and self-directed), individual retirement account (“SDIRA”) custody platform, Forge Trust enables account holders to invest and custody non-liquid alternative assets such as private company shares, private equity, venture capital and real estate.

Forge Trust currently serves solely as a custodian of SDIRAs holding alternative assets. The evaluation of investment suitability and risks rests with the account holder and their advisor, if any. As a result, Forge Trust is not responsible for the financial performance of custodial assets and does not provide any insurance coverage for the investment risks that are entirely borne by the SDIRA owner.

In addition, Forge Trust offers a powerful, highly scalable cloud-based custody platform that provides Custody-as-a-Service to our clients. The Custody platform provides an application programming interface (“API”) that enables our clients to easily integrate and extend our custody platform to their customers.

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Our custody business earns recurring revenue from annual account subscription fees, cash administration fees, partnership fees and other transactional fees on accounts held at Forge Trust. As of September 30, 2021, Forge Trust had $14.5 billion of assets under custody through 2.0 million accounts.

Forge Data

Today, data on the private markets and the companies within it is difficult to source, often available only in non-standard formats, and often inaccurate or not reflective of current conditions. Given Forge’s significant history and expertise in trading and capital markets, as well as our relationships with private companies, Forge Data is in a unique position to provide market participants with easier access to quality information and actionable insights on private companies in a scalable and reliable way.

Our goal is to become a leading provider of private market data globally and to bring innovation and transparency to market participants, so they can have the insight and confidence they need to make informed decisions and to fully participate in this growing asset class. As of June 2021, our data set contained more than 12 years of bid and offer secondary trading data, as well as real-time and historical pricing information across more than 1,700 private companies. We’ve aggregated, confirmed, anonymized and supplemented this data with additional details on companies that investors can use to research and analyze investment opportunities, including company descriptions, management team and investor details, financing rounds and valuations on those rounds.

Our first Forge Data product, Forge Intelligence, began a soft launch on June 1, 2021. Forge Intelligence uses proprietary technology to both source and distribute data from multiple providers, as well as our anonymized historical trade and IOI history from

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the Forge Markets platform. This product serves market participants that are looking for timely and accurate data to solve the inherent information asymmetry that exists within the private markets.

Annual subscribers can view and analyze historical bid/ask, share price and volume information on private companies. Subscribers also have access to company waterfall charts, which can be used to analyze the changes in equity ownership and valuation resulting from different exit scenarios. Other data points include preferred equity conversion ratios and protective provisions such as liquidation preferences.

Our goal is for Forge Intelligence to provide a recurring, predictable revenue stream via an annual subscription fee. We believe it could be a high-margin product once developed to scale given the low cost of serving incremental subscribers. In addition to the revenue Forge expects to generate through the data business, we believe that information provided to subscribers will drive additional trading volume on Forge Markets. Forge Intelligence officially launched in mid-September and we are now accelerating our sales and marketing efforts to raise awareness and acquire new customers.

Our strategy is to advance Forge Data through the adoption of our platform and continue to expand our product offerings.

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Forge Company Solutions (FCS)

FCS is a comprehensive software solution, supported by private market experts, that supports companies running financing processes and seeks to reduce the administrative burden that companies incur through our automation and online technologies. FCS provides companies with oversight and control of company share transactions, including primary financings and company sponsored secondary programs, block trades, tender programs and Pre-Direct Listing trading.

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Company Sponsored Primary and Secondary Programs: Enables the private company to determine transaction timing sell limits and type of participating investors. The company enables controlled secondary trading during selected windows of time between approved employees or shareholders and buyers who are sourced by the company or Forge and pre-approved by the company.

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Tender Programs & Company Repurchases: Forge’s tender offer functionality provides standardized documentation and streamlined workflows to efficiently run liquidity processes for shareholders and investors. Tender offers are time bound and are typically conducted at a singular price. The company pre-approves the sellers, who can sell a portion of their equity as well as the buyers who are sourced by Forge or brought to the tender by the company.

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Block Trades: Individual and institutional shareholders can sell large blocks of private company shares to a company-approved individual or institutional Accredited Investor through either direct transactions or SPV’s.

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Pre-Direct Listing Programs: Leverages Forge Markets’ demand to help companies facilitate continuous secondary marketplace trading prior to a direct listing.

Companies decide the parameters through which investors and shareholders can engage — and remain in control of their cap tables. Forge personnel use the insights provided through the Forge Markets trading platform, as well as the pricing information from Forge Data, to help inform and advise the issuer prior to and during the transactions.

FCS functionality includes customizable online dashboards for experiences that keep employers and participating shareholders informed throughout the process and provides a powerful repository of standardized documents that event participants can use to manage and execute the event efficiently. The technology provides real-time status, which ensures that both the Company and

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shareholders see the most up-to-date information. While the capital program is running, we provide in-product chat support to answer employee or shareholder questions.

Forge’s open operating model will allow Forge to integrate with cap table providers so programs small and large can be executed seamlessly — and cap tables can be updated efficiently. We have established and continue to pursue cap table partnerships and will develop the integrations necessary to ensure that when running programs through Forge, the companies’ cap table will automatically update with changes in ownership. In addition, Forge Company Solutions will provide settlement process management functionality.

We earn revenue through negotiated fees associated with the use of our FCS software and the trading activity at Forge Markets that is made available from running liquidity programs through FCS. We believe the use of liquidity programs for employees has and will continue to be an important part of Companies’ benefit programs and that Forge Company Solutions will be the benefactor of this market trend.

We believe that the range of company-sponsored programs we offer, our ability to leverage Forge Markets, and 12 years’ worth of private company trading data make us an attractive solution for private companies looking for liquidity solutions. Additionally, our ability to develop auction-based technology to support market pricing for company liquidity programs, and the open cap table approach we embrace has the potential to drive incredible value for our business.

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Powerful Network Effect Afforded Through Our Four Pillars

Forge is building the needed technology infrastructure to power the private markets and providing the liquidity, access, and transparency that ecosystem participants need and want. Our platform is built to enable more than just trading; we are bringing together a robust set of complementary businesses along with a coalition of partners that together delivers a comprehensive solution empowering the private market ecosystem at scale.

In addition to leveraging Forge’s relationships with over 400,000 individual investors and 600 institutional investors, Forge’s platform benefits from a unique distribution network that includes strategic investors and commercial partners that have strong relationships with private companies and investors. Forge has the opportunity to benefit from these partnerships through introductions to private companies, shareholders, and the buy-side demand delivered by strategic investors and commercial partners. Our strategic investors include, among others, public market exchange Deutsche Börse, large global banks Wells Fargo and BNP Paribas, and asset manager Temasek. We have entered into referral, collaborative marketing or API/website linking arrangements with BNP Paribas, wealth manager Addepar and cap table companies Certent and AST Private Company Solutions, with respect to its Astrella platform, pursuant to which we have agreed to promote each other's services to each other's clients or otherwise collaborate through marketing, referrals and/or technological integrations.

We’re building a future where sellers on Forge Markets become buyers. Buyers become custody account holders at Forge Trust. Account holders borrow against their assets to buy more stock. Companies use FCS to offer liquidity to employees. Every step along the way generates information that is captured and provides transparency to market participants through Forge Data. We believe that these complementary product offerings result in the opportunity for growth in one pillar to accelerate the growth of the others, increasing client engagement and enhancing the Forge brand.

The combination of Forge Markets, Forge Trust, Forge Company Solutions and Forge Data provides private markets clients with the critical ecosystem and technology they need to execute transactions and securely hold their non-liquid assets. In providing clients an end-to-end solution, Forge has a clearly differentiated value proposition in the market.

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Our Growth Strategy

We believe the private market has an unmet need for the technology we have built. We expect to leverage our platform to continue to drive growth in the following areas:

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Additional Scale in Our Four Pillars. We will continue to invest and scale our Forge Markets, Forge Trust, FCS and Forge Data businesses and build our client and investor networks.

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New Products. We will continue to build and add new products in support of, or in addition to our existing four pillars.

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Additional Partnerships. We are building strong relationships with partners that we can work with to create improved technologies and help distribute our products and services.

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International Expansion. We may expand on-the-ground coverage in Asia and Europe in order to match the global demand for our products and services. Issuers, buyers and sellers from over sixty jurisdictions use our platform. The majority of our revenues are derived from transactions involving U.S. issuers. Our operations are located in the United States. We have a local branch office in Hong Kong. Our subsidiary, SharesPost Asia Pte Ltd., holds a Recognized Market Operator license with the Monetary Authority of Singapore; however, it currently does not engage in any business activities. See “Risk Factors - Regulatory, Tax and Legal Risks - We have expanded and may continue to expand into international markets, which expose us to significant new risks, and our international expansion efforts may not be successful.”.

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New Asset Classes. We will continue to explore other non-liquid asset classes that have significant investor demand.

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Inorganic Opportunities. We will focus on value-generating M&A, drawing on our track record of integrating previous acquisitions.

Our Competitive Strengths

We have built a market-leading financial technology platform to digitize a complex and historically analog process and, in the process, changed the landscape of private market investing for companies, employees and individual and institutional clients. We believe we are well-positioned to serve an increasing portion of the broader financial services ecosystem.

Solely Focused on the Private Market

Since inception, we have built world-class technology and invested heavily in an organization focused solely on facilitating private market transactions. This proprietary technology and operating expertise is supported by standard documentation and efficient workflows which makes the processing of trades an efficient and user-friendly experience. Amassing the technical expertise and know-how to perform these tasks at scale across both direct and SPV trades is difficult, and we believe we are uniquely positioned as we continue to automate large parts of this traditionally offline process.

Complimentary and Integrated Strategy Powered by Four Pillars

We strategically built our business model around Forge Markets, Forge Trust, FCS, and Forge Data to deliver a robust set of products and services that provide a better customer experience, synergies across the four business units, and strong user economics. We believe over time customers will increasingly look to end-to-end technology providers that can provide a holistic approach to their private market needs. The investments we made will enable us to quickly introduce new products and services while also providing us the opportunity to quickly and profitably continue to scale.

Leading Technology Platform in the Private Markets Operating at Scale

We believe that Forge Markets is the leading private market trading platform based on number of transactions processed. Since Forge’s inception, together with the historical business and companies we have acquired, we have facilitated over $11 billion in transaction volume across 20,000 transactions and more than 400 companies. The product design and underlying technology of our platform make matching and closing of private market transactions easier and faster. We continually seek client feedback and invest resources to improve the user experience, accelerate liquidity, and attract new clients on the platform.

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Robust Technology and Creative Product Design

We believe participation in the private markets at scale can only happen by actively engaging with, and providing access to, a larger portion of the population through intuitive user-friendly technology and products. We put automation and design at the center of our products with the goal of making the user experience as easy and enjoyable as possible. We involve our talented product designers early and often throughout our product development process to create elegant experiences that solve the private markets’ biggest pain points and address our customers’ largest needs.

Compelling Business Model

Our user-friendly platform has enabled thousands of clients to access the private markets while modernizing the way shares of private companies get traded. Our unique value proposition and high repeat and engagement rates have delivered rapid growth despite limited marketing spend. Our attractive cohort economics should improve over time as our customers deepen their engagement and relationship with Forge.

Diverse and Experienced Team

We have assembled a deep and experienced leadership team that includes senior executives from innovative technology companies, marquee and top-tier financial firms, leading public market exchanges, and globally recognized asset managers. We operate as one team, leveraging our collective expertise, particularly in technology and product development, to enhance and expand our operations. We are also proud and fortunate to have talented and passionate employees that are bold, humble, and accountable and a culture that puts trust, transparency and collaboration top-of-mind.

Marketing

Our marketing strategy creates enterprise value by building our brand, attracting, engaging, converting and retaining clients, and delivering compelling content and experiences that help people accelerate their destiny and financial goals.

We believe that our brand is the collection of every experience a person has with our company over time and we strive to deliver on our brand promise to our customers, our partners, and our employees each and every day. As such, we know that Marketing serves as our voice to customers and the source of unification across the end-to-end customer journey. Our focus is to amplify Forge’s position as the experts in the private markets and to develop customer experiences that reinforce that position.

We approach customer engagement and acquisition across a combination of owned, earned, and paid channels including:

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A robust content strategy and search engine optimization (SEO) that drives organic customer awareness and engagement

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PR and social media that amplifies our messages and drives qualified customers to us directly

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Paid channels including paid search, digital acquisition, and sponsorships to target prospective customers across their journey

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Partner co-marketing where we can go to market with a value proposition that is compelling to our partners’ customers

We believe we have built a highly effective and efficient approach to new customer engagement and lead acquisition, with SEO and direct-to-site traffic driving over 50% of our new leads on a quarterly basis in the first half of calendar year 2021. We are building the infrastructure to unlock targeted and addressable ads to these customers and prospects, based on where they are in their relationship journey with us.

Competition

We compete with individual brokers and companies that provide access to private market trading, custody services, data packages and other private market capital solutions. Competitors within these four pillars include other online private shares marketplaces and offline brokers, global banks, custodial service providers, and subscription-based data providers.

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We believe we are highly differentiated relative to our competition as a result of having all four pillars under the same business, a coalition of strategic and commercial partners that includes exchanges, global banks, cap table companies and asset managers as well as existing scale where volume begets volume creating an inflection point that accelerates market adoption for our products.

Culture and Employees

At Forge, we believe that our people are our greatest asset. We welcome people from all backgrounds and foster a culture where everyone can show up as their whole self each day. Our culture is built around a spirit of fun, friendship and community. We care for and respect each other, and embrace diversity by celebrating different perspectives, skills and experiences.

Employee Experience

Our priority is to promote a sense of belonging and community through our fun and compelling work environment. We cultivate community and collaboration through an excellent employee experience. By providing transparency through continuous, high-impact communication, we strive to ensure that employees understand what we do, how the organization works, and how their work impacts the greater goals of the organization.

Forge has established a Culture Committee consisting of representatives across the organization with the purpose of promoting a unified culture, ensuring inclusion, and participation of all employees. Objectives and goals of the Culture Committee include awareness, promotion, and modeling of values; cross divisional trust and collaboration with supporting dialogue; employee engagement and satisfaction; and consistency across divisions through communication, culture-supportive training and leadership. We also have several employee resource groups that meet regularly, providing opportunities for employees to connect over shared interests and activities; senior executives regularly attend these meetings and get to know our growing employee base.

Career Opportunities

Forge offers unique career development and growth opportunities in our fast-paced, high-growth environment. Everyone is an innovator at Forge — we seek ideas and inspiration from all teams and levels across the organization. We support innovation and encourage entrepreneurship as we forge connections and relationships, creating an enriched future for all.

Health, Wellness, & Total Rewards

Our goal is to help our employees thrive by supporting where they are in their lives through competitive compensation and rich benefits offerings. Our compensation programs are designed to attract, retain, and motivate employees who are highly skilled in their roles and share in our vision and values of being bold, accountable, and humble. In addition to traditional benefits, we offer employee rewards and recognition programs to recognize and celebrate excellent work that aligns with our core company values. We provide continuous recognition of employee milestones, wins and hard work.

Values

We are driven by our shared values and put team before self. We are:

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Bold: Innovate by delivering new ideas and solutions. We have the courage to take risks and push past our comfort zone while respectfully challenging ideas. We redefine failures as learning opportunities.

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Accountable: Debate, commit, take ownership, and support the team. Once the direction has been determined, we work as a team by going beyond personal responsibilities to deliver results.

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Humble: Exemplify excellence without arrogance. We focus on collective success through collaboration while practicing empathy to support the team. We listen with openness and seek to understand before being understood.

Diversity & Inclusion

Diversity is about our people, geography, and partners. We strive to build a globally inclusive culture and diverse organization. Inclusion is about our connections. We aim to build skills that nurture respectful conversations, create deeper human connections, and encourage diverse interactions.

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The purpose of our Diversity & Inclusion program is advocacy for underrepresented groups, community service, and workplace wellness; ensure all employees have the opportunity to be heard, valued, and engaged; and to share ideas, drive results, forge relationships, and ensure alignment between business and diversity strategies.

To support a culture of belonging, Forge provides foundational training for a framework of communications including Crucial Conversations, Change Management, and quarterly Diversity, Equity & Inclusion trainings such as Emotional Intelligence and Empathy and Unconscious Bias.

Our Diversity & Inclusion programs continue to grow and evolve, just as we do as a team. Through our Diversity & Inclusion programs, we seek to uplift coworkers and communities as we work with teammates across the organization to get involved and give back to the community.

Facilities

Our headquarters are located in San Francisco, California, where we occupy facilities totaling approximately 11,000 square feet under a lease that expires December 31, 2023. We have other offices, including San Carlos, CA, Sioux Falls, SD, New York, NY, and Hong Kong totaling a combined 22,000 square feet. These offices are leased, and we do not own any real property. Our facilities are adequate to meet our needs for the immediate future, but we are actively seeking additional physical office space to accommodate expansion of our operations.

The State of Regulation

We operate in a rapidly evolving regulatory environment and are subject to extensive and complex regulations. Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, regulatory or governmental investigations, administrative enforcement actions, sanctions (including monetary penalties, civil and criminal liability, litigation, reputational harm, or constraints on our ability to operate. We could be subject to additional legal and regulatory requirements if laws and regulations change in the jurisdictions we operate.

U.S. Regulation

U.S. federal and state securities laws establish a system of regulation of securities, custody, and lending markets in which we operate. This regulatory framework applies to our U.S. businesses in the following ways:

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regulation of our broker-dealer and registered investment advisor subsidiaries;

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regulation of our South Dakota chartered non-depository licensed trust company; and

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regulation of our California licensed lending subsidiary.

Broker Dealer Regulation. Our broker-dealer subsidiary, Forge Securities LLC, is subject to regulation by the SEC, the Financial Industry Regulatory Authority (“FINRA”), and regulators in all U.S. states, Washington, DC, Puerto Rico, and the U.S. Virgin Islands. FINRA is a self-regulatory organization that oversees and regulates Forge Securities in addition to oversight and regulation by the SEC. Forge Securities also operates an SEC-regulated alternative trading system (“ATS”) that facilitates the purchase and sale of primary issuances and secondary transactions in unregistered securities, typically in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended. Forge Securities is subject to the Bank Secrecy Act, as amended by the USA PATRIOT Act, the regulations promulgated by the Financial Crimes Enforcement Network (“FinCEN”), as well as the economic and trade sanction programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”).

Investment Advisor Regulation. Our investment adviser subsidiary, Forge Global Advisors LLC (“FGA”), is federally registered and subject to regulation by the SEC under the Investment Advisers Act of 1940 (the Advisers Act”). FGA provides portfolio management for pooled investment vehicles that are not registered under the Investment Company Act of 1940. The Advisers Act imposes duties and restrictions on FGA, including requirements relating to the safekeeping of client funds and securities, prohibitions of fraudulent activities, disclosure and reporting obligations, and fiduciary duty obligations.

Trust Regulation. Our state-chartered non-depository trust company subsidiary, Forge Trust Co., is subject to regulation and examination by South Dakota Division of Banking. Forge Trust Co. provides individual investors custodial services for self-directed Traditional Individual Retirement Accounts, Roth Individual Retirement Accounts, SIMPLE Accounts, SEP Accounts, and Coverdell

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Education Savings Accounts, as well as Inherited IRAs, Individual Solo 401k plans, Private Fund Custody, and safekeeping. Forge Trust is also subject to Bank Secrecy Act, as amended by the USA PATRIOT Act, the regulations promulgated by FinCEN, as well as the economic and trade sanction programs administered by OFAC.

Lending Regulation. SharesPost Securities, LLC (“SPS”), our licensed lender with the State of California, is subject to regulation and examination by the Department of Financial Protection and Innovation pursuant to the California Finance Lending Laws. SPS is engaged in the business of originating nonrecourse loans that contain limited security interest in a borrower’s unregistered private company securities.

Asia-Pacific Regulation

Our Singapore-based subsidiary, SharesPost Asia Pte. Ltd. (“SP-Asia”) is subject to regulation by the Monetary Authority of Singapore (“MAS”) under the Securities and Futures Act (Cap. 289), the Securities and Futures (Organized Markets) Regulations 2018, and any directives issued by the MAS from time to time, including those pertaining to the prevention of money laundering and countering the financing of terrorism. SP-Asia is approved as a Recognised Market Operator that facilitates the purchase and sale of secondary transactions in unregistered securities.

Forge Securities operates under a distribution and outsourcing agreement with Rockpool Capital Limited (“Rockpool”), an existing ‘Type 1’ license holder under the rules and regulations of the Securities and Futures Commission of Hong Kong (the “SFC”). Rockpool is authorized to do ‘Type 1’ business (as set forth under the rules and regulations of the SFC) and Forge partners with Rockpool, as permitted by SFC regulations. Forge maintains a separate onboarding process for Hong Kong clients to ensure that Forge’s U.S. business is not actively marketing services to Hong Kong persons.

Data Privacy

Our businesses collect, store, share, transfer, use and otherwise process the personal data of individuals worldwide. Laws and regulations such as the European Union General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”) impose stringent data protection requirements on our businesses and grants residents in the European Union and California various rights with regard to personal information relating to them, including the right to request disclosure of the categories and specific pieces of personal information collected by our businesses and the right to request erasure of such personal information.

Intellectual Property

At Forge we rely primarily on trade secret, copyright, and trademark law to protect our proprietary intellectual property in the United States and foreign jurisdictions. Because federal, state, and common law rights provide only limited protection for intellectual property, we employ a strict policy of requiring non-disclosure agreements and intellectual property protections in our vendor and licensing agreements, including feedback assignments and work-for-hire provisions. As an example, Forge’s licensing agreement for its Forge Intelligence Platform-as-a-Service (PaaS) product features strong confidentiality and intellectual property protections. Further, users of Forge’s websites and online marketplaces all accept the terms of service that clearly identify content owned and controlled by Forge.

Forge has always emphasized innovation in its online marketplaces. We have seven active applications for patents in the United States and EU.

Legal Proceedings

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

We are also the subject of various actions, inquiries, investigations, and proceedings by regulatory and other governmental agencies. We intend to cooperate fully with such investigations. We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

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

The following discussion and analysis provide information that Forge’s management believes is relevant to an assessment and understanding of Forge’s consolidated results of operations and financial condition. This discussion and analysis should be read together with the audited annual consolidated financial statements and related notes to those statements, and the unaudited condensed interim consolidated financial statements and related notes to those statements included elsewhere in this proxy statement/prospectus. Forge’s consolidated financial statements included herein consist of the audited annual consolidated financial statements and related notes to those statements as of and for the fiscal years ended December 31, 2020 and 2019, and the unaudited condensed interim consolidated financial statements as of September 30, 2021 and for the nine-month periods ended September 30, 2021 and 2020.

This discussion and analysis should also be read together with the section of this proxy statement/ prospectus entitled “Information About Forge” and the unaudited pro forma condensed combined financial information as of and for the period ended September 30, 2021 and for the period ended December 31, 2020 included in the section of this proxy statement /prospectus entitled “Summary Unaudited Pro Forma Condensed Combined Financial Information.” In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions, as described under the heading “Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in this proxy statement/prospectus. Unless the context otherwise requires, references in this “Forge’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Forge and its consolidated subsidiaries.

Business Overview

Forge Global, Inc. (collectively with its subsidiaries, “Forge,” “the Company,” “we,” “us,” or “our”) is a financial services platform. Forge was founded in 2014 to serve the unique needs of the private market. We were incorporated in the state of Delaware and are headquartered in San Francisco, California. Since our founding, Forge has built a broad business that includes a marketplace for the purchase and sales of equity in private companies that is trusted, simple, transparent, and efficient to operate and designed to scale. Today, Forge is a leading provider for end-to-end enabling technology, data, and services for the private market.

We operate as one business, a fully integrated private markets service provider. Since inception, we have added complementary pillars to provide the access, transparency and solutions that companies, as well as institutional and individual investors and shareholders, need to confidently navigate and efficiently transact in the private markets. The four pillars that make up our business are:

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Forge Markets — Our online trading platform that connects potential investors with private company shareholders and enables them to efficiently facilitate private share transactions.

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Forge Trust — Our non-depository trust company that enables clients to securely custody and manage non-liquid assets through a robust and user-friendly online portal.

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Forge Data — Our data business provides market participants the information and insight to confidently navigate, analyze, and make investment decisions in the private market.

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Forge Company Solutions (FCS) — Our software solution purpose built for private companies to easily administer primary and secondary financing events.

Forge’s platform delivers leading, mission-critical capabilities for our private market client base. Shares in more than 400 company issuers across have been transacted with participants from 70 countries on our platform. This scale and experience enable Forge to provide a richer, more vibrant and more efficient marketplace for the founders, teams, other shareholders and investors of the private market.

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Recent Developments

Acquisition and Integration of SharesPost

On November 9, 2020, we completed the acquisition of the broker-dealer business of SharesPost, Inc. (“SharesPost”). SharesPost was a private markets platform and broker-dealer for retail and institutional investors. The acquisition enabled the combined organization to provide an integrated investing experience for a broader range of shareholders and investors covering more issuers. The acquisition benefitted Forge in many ways, including but not limited to, enhancing our ability to offer a complete direct trade solution, enhancing and accelerating the launch of our proprietary data offering, and increasing our coverage of the clients served and companies traded on our platform. Overall, the acquisition allows us to expand Forge Markets and scale up our solutions for private market shareholders, investors, and issuers.

Acquisition and Integration of IRA Services as Forge Trust

On October 31, 2019, we completed the acquisition of IRA Services, Inc. (“IRA Services”), and subsequently renamed it Forge Trust. IRA Services was a non-depository trust company authorized to act as a custodian of self-directed individual retirement accounts. The acquisition allows Forge not only to grow the core business of Forge Trust, but to leverage the significant synergies of a platform that can combine custody and liquidity features for the private market. We plan to roll out features that are uniquely enabled by this combination of capabilities in the near future. As part of the integration, we plan to offer custody services to Forge Markets clients, as well as trading services to Forge Trust clients. The acquisition is intended to allow the combined organization to provide an integrated investing experience for investors. We are investing in enhanced technology for the business and plan to bundle trading with our custody offering.

Development of Forge Company Solutions (FCS) and Launch of Forge Intelligence

FCS, launched in the first quarter of 2021, is a comprehensive software solution supported by private market experts. FCS supports companies running financing processes and seeks, through our automation and online technologies, to reduce the administrative burden that companies incur in doing so. FCS provides companies with oversight and control of company share transactions, including primary financings and company sponsored secondary programs, block trades, tender programs and Pre-Direct Listing trading. We offer flexible, customizable solutions to match a company’s liquidity needs.

Our first data product, Forge Intelligence, serves the needs of institutional investors that are looking for timely and accurate data to solve the inherent information asymmetry that exists within the private market. Annual subscriptions purchased by clients enable access to view and analyze historical bid/ask, share price, and volume information of the companies that have transacted on Forge Markets. Subscribers also have access to company waterfall charts, which can be used to easily analyze the share price impact of different exit scenarios, whether via M&A or IPO. Other data points include preferred equity conversion ratios and protective provisions such as liquidation preferences.

Forge Intelligence is expected to provide a recurring, predictable revenue stream driven by the subscription access model. Subscribers commit to access on an annual basis, with cost scaling by feature offerings and number of seats, or individual users, required. Forge Intelligence represents a high-margin product at scale, given the low incremental cost of serving each additional subscriber. Additional data-oriented products are planned to follow from the Forge Data pillar in the future.

In addition to the revenue Forge expects to generate through the data business, we believe that information provided to subscribers will also drive volume on Forge Markets, resulting in additional trading volume and revenue. We formally announced the launch and accelerated our sales and marketing strategy in September 2021, having already converted some of beta test users into fee-paying customers. We continue to sign up new customers while investing in our sales, marketing and technology.

Astrella Partnership

In October 2021, we announced a partnership with AST Private Company Solutions, with respect to its Astrella platform. Companies that use Astrella to manage their stock ownership records can run liquidity events through our tech-enabled platform, served by Forge Company Solutions and Forge Markets. This partnership creates a link that reduces the administrative burden for private companies to update their cap tables after running liquidity programs, thus saving companies and shareholders time and money.

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COVID-19 Impacts

On March 11, 2020, the World Health Organization designated the novel coronavirus (“COVID-19”) as a global pandemic. In an effort to manage the spread of the virus, federal, state and local governments enacted various restrictions, including closing schools and businesses, limiting or restricting social or public gatherings, implementing travel restrictions, and mandating stay-at-home orders, which have since been lifted to varying degrees across the country. During the fiscal year, the global economic situation was greatly affected by the spread of COVID-19 and the pandemic that followed, which continues to this day.

In response to these developments, we took precautionary measures to ensure the safety of our employees, support our customers, and mitigate the impact on our financial position and operations. We implemented remote working capabilities for our entire organization with minimal disruption to our operations or key operating performance indicators. We also identified opportunistic expense reductions which increased operating efficiencies and provided additional profitability in the period.

As of the date of this proxy statement/prospectus, variant strains of COVID-19 have emerged in the United States and remain a significant concern in some regions and, potentially, throughout the country. Further, in response to the COVID-19 pandemic, many state, local, and foreign governments have put in place, and others in the future may put in place, quarantines, executive orders, shelter-in-place orders, occupancy limits, vaccination mandates, and similar government orders and restrictions in order to control the spread of the disease. While the rollout of COVID-19 vaccines is ongoing, vaccination rates and the lifting of occupancy and movement restrictions varies from location to location, is evolving, and to varying degrees remains unknown.

The economic effects of these varying protocol reinstatement actions on our operations cannot be determined with certainty at this time. Our business continues to operate despite the disruption of many business operations in the United States and its decision to require employees to work from remote locations. Although we have not experienced significant business disruptions thus far from the COVID-19 pandemic, we are unable to predict the full impact that COVID-19 and its variant strains will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, the actions that may be taken by government authorities across the United States, the impact to our customers, employees, suppliers, and other factors. These factors are beyond our knowledge and control and, as a result, at this time, we are unable to predict the ultimate impact, both in terms of severity and duration, that the COVID-19 pandemic will have on our business, operating results, cash flows and financial condition.

While as of the date of this proxy statement/prospectus, the extent to which COVID-19 may impact the future financial condition or results of operations is still uncertain, we are not aware of any specific event or circumstance that would require revisions to estimates, updates to judgments, or adjustments to the carrying value of assets or liabilities. These estimates may change, as new events occur and additional information is obtained.

Merger and Public Company Costs

We entered into the Merger Agreement with Motive on September 13, 2021. Pursuant to the Merger Agreement, FGI Merger Sub, Inc. will merge with and into Forge, with Forge surviving the merger as a wholly owned subsidiary of New Forge. Forge will be deemed the accounting predecessor and New Forge is the successor SEC registrant, which means that Forge’s financial statements for previous periods will be disclosed in New Forge’s future periodic reports filed with the SEC.

While the legal acquirer in the Merger Agreement is Motive, for financial accounting and reporting purposes under U.S. GAAP, Forge is the accounting acquirer and the merger is accounted for as a “reverse recapitalization.” Accordingly, the financial statements of the combined entity represent the continuation of the financial statements of Forge in many respects. Under this method of accounting, Motive is treated as the “acquired” company for financial reporting purposes. For accounting purposes, Forge is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Forge (i.e., a capital transaction involving the issuance of stock by Motive for the stock of Forge).

The Business Combination is expected to have a significant impact on our future reported financial position and results as a consequence of the reverse capitalization. The most significant changes in Forge’s future reported financial position and results are expected to be an estimated net increase in cash (as compared to our consolidated balance sheet at September 30, 2021) of approximately $137.5 million, assuming maximum shareholder redemptions permitted under the Merger Agreement, and $358.7 million, assuming no shareholder redemptions, and, in each case, after deducting estimated transaction costs. The estimated transaction costs related to the business combination are approximately $61.2 million, of which $14.5 million represents deferred underwriter fees related to Motive’s initial public offering.

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As a result of the merger, Forge will become the successor to an SEC-registered company, and we expect to hire additional personnel and to implement procedures and processes to address public company regulatory requirements and customary practices. Forge expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees, and costs related to implementation of an appropriate internal control framework.

Segment information

We operate as one business, a fully integrated private markets service provider. Our chief operating decision maker is our Chief Executive Officer (“CEO”), who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, allocating resources and evaluating our financial performance. Accordingly, we have concluded that we consist of a single operating segment and reportable segment for accounting and financial reporting purposes.

Key factors affecting our performance

The key factors affecting our performance described below are not the only ones applicable to us. We believe that the growth of our business and our future success are dependent upon a number of key factors, including the following:

Growing our Customer Base

Sustaining our growth requires continued adoption of our platform by new customers and increased usage by current customers. We plan to continue to introduce products and features to attract and retain current and new customers, and we plan to seek to increase brand awareness and customer adoption of our platform through digital and broad-scale advertising. The circumstances that have accelerated the growth of our customer base in recent periods may not continue in the future.

Expanding our Relationship with Existing Customers

Our revenue has continued to grow as we have introduced new products and features to our customers and as our customers have increased their usage of our platform. However, certain circumstances that have accelerated the growth of our business may not continue in the future. We aim to grow with our customers over time and to grow our relationship with our customers as they build and manage their wealth. In the future, our Forge Markets customers can become our Forge Trust customers as they increase their frequency and volume of trading on our platform, and cross over to opening custody accounts. These customers would also generate significant amounts of new data that is then monetized into our Forge Data offerings, which in turn, creates additional opportunity for us to convert existing trading and custodian customers into data subscribers. Vice versa, our customers that start initially as data subscription customers can find value add in our custodial and trading offerings and become customers of all three. Our ability to expand our relationship with our customers will be an important contributor to our long-term growth.

Investing in our Platform

We intend to continue to invest in our platform capabilities and regulatory and compliance functions to support new and existing customers and products that we believe will drive our growth. As our customer base and platform functionalities expand, areas of investment priority include product innovation, automation, technology and infrastructure improvements and customer support. We believe these investments will contribute to our long-term growth. Additionally, we strive to strengthen our relationships with our customers by responding to customer feedback not only through the introduction of new products, but also through improvements to our existing products and services. In recent years, there has been an upward trend in the valuation of venture backed companies, as well as an increase in the number and market capitalization of unicorn companies (private companies with a valuation over $1 billion). These trends drive an increase in the demand for services like Forge’s that allow for buying and selling of private shares.

We expect to increase the headcount number for our product, design, engineering, compliance, marketing, customer support and other teams to develop these capabilities and drive growth and deliver efficient support of a larger customer base for our business.

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Private Market Trends

Our results of operations are impacted by the overall health of the economy, and consumer and institutional investing patterns, which include the following key drivers:

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Market Trends. As private market investing continues and the number of venture-backed companies and unicorns increases, and companies stay private longer, our supply and demand will fluctuate accordingly. There are more than 887 unicorns as of September 2021, worth a combined $2.9 trillion. Technology companies wait a median of 12 years to go public as of 2020, compared to four years in 1999, at a median valuation of $4.3 billion compared to $493.0 million. Subsequently, there are more shareholders (employees and early investors) looking for liquidity, and more investors interested in obtaining equity in these companies prior to going public. As well, as the public financial markets grow and contract, our customers’ investing, saving, and spending behaviors are affected. Although our operating history has coincided with a period of general macroeconomic growth in the United States, particularly in the U.S. equity markets, which has previously stimulated growth in overall investment activity on our platform, we may be impacted by any slowdowns in growth or downturns in the U.S. equity markets.

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Consumer Behavior. Consumer behavior, whether from buyers or sellers, varies over time and is affected by numerous conditions. For example, behavior may be impacted by social or economic factors such as changes in disposable income levels and the need for liquidity, employee tenure at a venture-backed firm, general interest in investing, interest rate levels, stock market volatility. There may also be high profile initial public offerings, or idiosyncratic events impacting single companies, that impact consumer behavior. These shifts in consumer behavior may influence interest in our products over time.

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Macroeconomic Events. Customer behavior is impacted by the overall macroeconomic environment, which is influenced by events such as the ongoing COVID-19 pandemic (including the COVID-19 vaccine development and responsive measures taken by the U.S. government) as well as its effects on both global business and individuals’ behavior. Since the onset of the COVID-19 pandemic in March 2020, we have seen substantial growth in our customer base, retention, engagement and trading activity metrics. It is uncertain whether these trends and behavioral shifts will continue as reopening measures continue, and we may not be able to maintain the customer base we gained, or the rate of growth in our customer base that we experienced, throughout the COVID-19 pandemic. Other macroeconomic conditions that could impact customer behavior include employment rates, natural disasters and other political or economic events.

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Size of Transactions. We may adjust our placement fees to account for larger block trades. We have gained the ability to execute smaller trades with more efficiency, which enables us to serve a larger portion of the market with smaller ticket sizes. The mix of trades by size can vary in a given time period, thereby impacting our overall take rate.

Key Personnel

Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. Competition for key personnel in the various localities and business segments in which we operate is intense. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees whom we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. In particular, we may have to incur costs to replace senior officers or other key employees who leave, and our ability to execute our business strategy could be impaired if we are unable to replace such persons in a timely manner.

Administrative fees

We charge fees for custodian services to our customers, including quarterly account fees, asset fees, and transaction fees. Our revenues depend on the number of core self-directed IRA accounts that clients open directly with us and the level of transaction activity; they also depend on platform accounts that we custody on behalf of partners, which have different fee structures. Our business depends on maintaining and growing the number of core account clients as well as partnership accounts.

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Sub-account fees

We assess fees against the interest paid on Forge Trust customers’ cash balances deposited in banks to offset costs incurred in the processing, recording keeping and administration of client cash. This revenue stream is dependent upon prevailing interest rates.

Types of Structures

We have facilitated direct trades, trades in both our own Special Purpose Vehicles and other firms’ funds, and certain forward agreements. We may adjust placement fees to account for the operational costs of these transaction types, and we incur certain transaction-based costs depending on the structure. The mix of trades of different structures will impact our overall take rate and revenues.

Types of Buyers/Sellers

The type of client may influence our placement fee revenue. Examples of a type of client are institutional and individual clients, who may receive various placement fee rates depending on different factors. Having clients that come to our platform through external brokers or Forge Company Solutions programs may also impact our placement fee revenue. The mix of clients in any given period will impact our overall take rate and revenues.

Use of External Brokers and Referral Partners

When working with an external broker or partner, we share a portion of the placement fees, which are recognized in our consolidated financials under transaction-based expenses. The mix of fees paid to external brokers and partners fluctuates each time period, which we expect to continue based on our growth in the private market and the size of our order book, our growing partnerships, and the growth of the market overall.

Key Business Metrics

We monitor the following key business metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. The tables below reflect period-over period changes in our key business metrics, along with the percentage change between such periods. Our trading business, comprised of Forge Markets offering, is presented for the interim and year-end periods presented, while our custody business, comprised of Forge Custody offering, presents data as of the dates presented. We believe the following business metrics are useful in evaluating our business:


	Nine Months Ended September 30,											Year Ended December 31,
Dollars in thousands	2021			2020			Change			% Change		2020			2019			Change			% Change
TRADING BUSINESS
Trades		4,023			955			3,068		321	%		1,779			1,097			682		62	%
Placement fee revenues, less transaction-based expenses	$	80,220		$	12,086		$	68,134		564	%	$	25,352		$	20,329		$	5,023		25	%
Volume	$	2,454,366		$	587,841		$	1,866,525		318	%	$	1,151,028		$	894,002		$	257,026		29	%
Net Take Rate		3.3	%		2.1	%		1.2	%	57	%		2.2	%		2.3	%		(0.1)	%	(4)	%

The following table contains our Non-GAAP key performance measures which are based on our adjusted results of operations for the nine months ended September 30, 2021 and 2020 and years ended December 31, 2020 and 2019. The key performance measures presented below are prepared in a pro forma basis, which combines the metrics from Forge and SharesPost’s brokerage business and as if the acquisition had occurred at the beginning of these periods. We present pro forma data as we believe it is an important indicator of the growth of our business and normalizes the effects of the acquisition.


	Nine Months Ended September 30,											Year Ended December 31,
Dollars in thousands	2021			2020			Change			% Change		2020			2019			Change			% Change
TRADING BUSINESS
Trades		4,023			2,379			1,644		69	%		3,450			3,252			198		6	%
Placement fee revenues, less transaction-based expenses	$	80,220		$	32,424		$	47,796		147	%	$	48,864		$	40,712		$	8,152		20	%
Volume	$	2,454,366		$	1,191,651		$	1,262,715		106	%	$	1,861,168		$	1,663,094		$	198,074		12	%
Net Take Rate		3.3	%		2.7	%		0.6	%	22	%		2.6	%		2.4	%		0.2	%	8	%

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	As of September 30,								As of December 31,
Dollars in thousands	2021		2020		Change		% Change		2020		2019		Change		% Change
CUSTODY BUSINESS
Billable Core and Platform Accounts:		1,985,235		1,506,959		478,276	32	%		1,575,780		1,117,296		458,484	41	%
Assets Under Custody	$	14,476,674	$	12,857,757	$	1,618,917	13	%	$	13,282,809	$	13,670,401	$	(387,592)	(3)	%

●

Trades are defined as the total number of transactions executed by Forge and acquired entities buying and selling private stocks on behalf of private investors and shareholders. Increasing the number of transactions is critical to increasing our revenue and, in turn, to achieving profitability.

●

Volume is defined as the total sales value for all securities traded on our Forge Markets platform. Volume is defined as the aggregate value of the issuer company’s equity attributed to both the buyer and seller in a trade; Forge typically captures a commission on both sides, and as such a $100 trade of equity between buyer and seller would be captured as $200 volume for the Company. Volume is influenced by, among other things, the pricing and quality of our services as well as market conditions that affect private company valuations, such as increases in valuations of comparable companies at initial public offering.

●

Net Take Rates are defined as our placement fee revenues, less transaction-based expenses, divided by Volume. These represent the percentage of fees earned by our marketplace on any transactions executed, which is a determining factor in our revenue. The Net Take Rate can vary based upon the service or product offering and is also affected by the average order size and transaction frequency.

●

Billable Core and Platform Accounts are defined as our direct customers’ existing or new custodial accounts that are funded, or unfunded accounts that are in the process of funding with active transfer activity on the account, from inception to the end of the period, as well as the accounts we service through partnerships. These relate to our Custodial Administration fees revenue stream and are an important measure of our business as the number of core billable accounts is an indicator of our future revenues from account maintenance, transaction fees, and sub-account fees.

●

Assets Under Custody is the reported value of all client holdings held under our agreements, including cash submitted to us by the responsible party. These assets can be held at various financial institutions, issuers, and in our vault. As the custodian of the accounts, we collect all interest and dividends, handle all fees and transactions and any other considerations for the assets concerned. Although our fees are earned from the overall maintenance activities of all assets and are not linearly correlated with Assets Under Custody, we believe this is a useful metric for assessing the relative size and scope of our business.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with U.S. GAAP, we present Adjusted EBITDA, a non-GAAP financial measure. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, when taken together with the corresponding U.S. GAAP financial measure, provides meaningful supplemental information regarding our performance by excluding specific financial items that have less bearing on our core operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net loss, and not to rely on any single financial measure to evaluate our business.

We defined adjusted EBITDA as net loss, adjusted to exclude: (i) interest expense, net, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) change in fair value of warrant liabilities, and (vi) acquisition-related transaction costs.

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The following table reconciles net loss to Adjusted EBITDA for Forge for the periods presented below (in thousands):


	Nine Months Ended September 30,				Year Ended December 31,
	2021		2020		2020		2019
Net loss	$	(12,139)	$	(7,392)	$	(9,712)	$	(15,238)
Add:
Interest expense, net		2,323		1,339		2,405		170
Provision for (benefit from) income taxes		199		65		(803)		100
Depreciation and amortization		4,137		1,416		2,406		445
Share-based compensation expense		9,975		3,119		4,906		7,287
Change in fair value of warrant liabilities		5,575		1		292		—
Acquisition-related transaction costs(1)		163		1,385		3,289		404
Adjusted EBITDA	$	10,233	$	(67)	$	2,783	$	(6,832)

(1)	Represents direct and incremental costs in connection with business acquisitions and consists primarily of professional services fees for investment banking advisors, legal services, accounting advisory, and other external costs directly related to acquisitions and other strategic opportunities.

Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. In evaluating Adjusted EBITDA, be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. We compensate for these limitations by providing specific information regarding the U.S. GAAP items excluded from Adjusted EBITDA. When evaluating our performance, consider Adjusted EBITDA in addition to, and not a substitute for, other financial performance measures, including our net loss and other U.S. GAAP results.

Basis of Presentation

The consolidated financial statements and accompanying notes of Forge included elsewhere in this proxy statement/prospectus include our accounts and accounts of our consolidated subsidiaries and were prepared in accordance with U.S. GAAP.

Components of Results of Operations

Revenue

We generate revenue from providing private market services, which include fees charged for private placements on its marketplace platform, and fees charged for account and asset management to customers.

We categorize our services into the following three categories:

Placement fees — We maintain a trading platform which generates revenues through our Forge Markets offering with volume-based fees sourced from institutions, individual investors and private equity holders. Placement fees represent fees charged by us for executing a private placement on our platform. We earn agency placement fees in non-underwritten transactions, such as private placements of equity securities. We enter into arrangements with individual accredited customers or pooled investment vehicles to execute private placements in the secondary market. We anticipate placement fees to grow as the secondary market continues to grow and Forge continues to execute trades more efficiently.

Custodial administration fees — We generate revenues primarily by performing custodial account administration and maintenance services for our customers. As part of this arrangement a flat fee is charged per account and additional fees are charged based on asset types held in accounts and additional services purchased by account holders. We charge quarterly administration fees for our services in maintaining custodial accounts and assets, which are based on the types of assets in customer accounts. Additionally, we earn account fees for facilitating customers transactions with Federal Deposit Insurance Corporation banks. These fees are assessed on the last day of the month based on cash balances within the custodial accounts.

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Subscription Fees — We generate revenues through our Forge Data offering with subscription fees earned from our first data product, Forge Intelligence, which we formally launched in September 2021. We anticipate subscription fees to grow as we expand our sales and marketing efforts and develop more features and products.

Transaction-based expenses

Transaction-based expenses represent fees incurred to support placement activities. These include expenses for fund insurance, fund management, fund settlement, external broker fees, and transfer fees. We generally expect these expenses to increase in absolute dollars as our placement fee revenue grows.

Compensation and benefits

Compensation and benefits expense is our most significant operating expense and includes employee wages, bonuses, share-based compensation, severance costs, benefits, and employer taxes. The bonus component of our compensation and benefits expense is based on both our financial performance and individual employee performance. We expect our compensation and benefits expense to increase as we hire additional personnel to continue developing new products and services and increase the functionality of our platform. In addition, the share-based compensation component of the compensation and benefits expense is expected to increase as we have performance awards and merger-related acceleration occurring in the near future.

Professional services

Professional services expense includes fees for consulting services received on strategic and technology initiatives, temporary labor, as well as regulatory, legal and accounting fees. We expect to incur additional professional services expenses as we work to implement procedures and processes to address public company regulatory requirements and customary practices.

Acquisition-related transaction costs

Acquisition-related transaction costs consist primarily of professional services fees for investment banking advisors, legal services, accounting advisory, and other external costs directly related to acquisitions and other strategic opportunities. We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth. Acquisition-related transaction costs may be significant in relation to certain acquisitions, however they are non-recurring in nature, as we identify and pursue targets for particular purposes as necessary. As a result, we may or may not incur acquisition-related transaction costs in future periods.

Advertising and market development

The largest component of our advertising and market development expense consists of our discretionary customer acquisition expenses. These include advertising, marketing data analysis, trade shows, public relations, and seminars & conferences. Marketing is an important driver of growth and we intend to continue to make significant investments in customer acquisition. In January 2019, we experienced an increase in our advertising costs as we rebranded from “Equidate” to “Forge”. Advertising and market development costs decreased in fiscal year 2020, as these efforts were completed in fiscal year 2019. However, we expect our advertising and market development expense to increase in absolute dollars for the foreseeable future as we continue to focus on customer acquisition efforts.

Rent and occupancy

Rent and occupancy expense is related to our leased property and includes rent, maintenance, real estate taxes, utilities, and other related costs. We generally expect our rent and occupancy expense to increase in absolute dollars as a result of our expansion efforts.

Technology and communications

Technology and communications consist of costs for our hosting fees paid to third-party data centers, software development engineers, and maintenance of our computer hardware and software required to support our technology and cybersecurity. Technology and communications also include costs for network connections for our electronic platforms and telecommunications. We generally expect our technology and communications expense to increase as we continue to increase our headcount and innovate on our offerings and services.

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General and administrative

General and administrative includes insurance, bank service charges, dues and subscriptions, travel and entertainment, other general and administrative costs, and other various charges. We expect our general and administrative expense to increase in the near term as a result of operating as a public company, including regulatory fees associated with compliance with the rules and regulations of the SEC and other regulatory bodies, as well as increases in general office expenses as we grow our business.

Depreciation and amortization

Depreciation and amortization is attributable to property and equipment, intangible assets and capitalized internal-use software. We expect our depreciation and amortization expense to increase for the foreseeable future as we plan additional capital expenditures to support the growth of our business.

Interest expense, net

Interest expense, net, primarily includes expenses related to our borrowing arrangements with financial institutions and issuance of convertible notes to investors for purposes of obtaining funding for operations. These expenses were offset by interest income from our cash and cash equivalents.

Change in fair value of warrant liabilities

Changes in the fair value of warrant liabilities are related to warrant liabilities that are marked-to-market each reporting period with the change in fair value recorded in the accompanying statements of operations and comprehensive loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liabilities to be reclassified to stockholders’ equity or deficit.

Other expense, net

Other expense, net, primarily includes loss on an equity method investment, and other non-operating income and expenditures.

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Results of Operations

Comparisons for the nine months ended September 30, 2021 and September 30, 2020

The following table sets forth our consolidated statement of operations for the nine months ended September 30, 2021 and 2020, and the dollar and percentage change between the two periods (dollars in thousands):


	Nine Months Ended September 30,
	2021		2020		$ Change		% Change
Revenues
Placement fees	$	83,394	$	15,053	$	68,341	454	%
Custodial administration fees		14,992		16,840		(1,848)	(11)	%
Total revenues	$	98,386	$	31,893
Transaction-based expenses:
Transaction-based expenses		(3,174)		(2,967)		207	7	%
Total revenues, less transaction-based expenses	$	95,212	$	28,926
Operating expenses:
Compensation and benefits	$	70,737	$	24,001	$	46,736	195	%
Professional services		9,791		2,579		7,212	280	%
Acquisition-related transaction costs		163		1,385		(1,222)	(88)	%
Advertising and market development		2,979		928		2,051	221	%
Rent and occupancy		2,711		1,672		1,039	62	%
Technology and communications		5,839		3,375		2,464	73	%
General and administrative		3,127		(596)		3,723	625	%
Depreciation and amortization		4,137		1,416		2,721	192	%
Total operating expenses	$	99,484	$	34,760
Operating loss	$	(4,272)	$	(5,834)
Other expenses:
Interest expense, net		(2,323)		(1,339)		(984)	73	%
Change in fair value of warrant liabilities		(5,575)		(1)		(5,574)	NM
Other income (expense), net		230		(153)		383	250	%
Total other expenses	$	(7,668)	$	(1,493)
Loss before provision for income taxes		(11,940)		(7,327)
Provision for (benefit from) income taxes		199		65		134	206	%
Net and comprehensive loss	$	(12,139)	$	(7,392)

Revenue

Revenue was comprised of $98.4 million for the nine months ended September 30, 2021 compared to $31.9 million for the nine months ended September 30, 2020, representing an increase of $66.5 million, or 208%.

Placement fees increased by $68.3 million. The dollar amount of trades executed increased 454% period-over-period, driven by higher trading volumes and higher take rate. The net take rates increased 120bps period-over-period. The increase in placement fees was also driven by the SharesPost acquisition, which increased our customer base. The combined company increased coverage of more issuers on our platform. We also benefited from a strong market environment with the expanding number of unicorn companies as well as IPO activity generating more interest in the private markets. Revenue from the first nine months ended September 30, 2020 was also impacted in part by COVID-19.

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Custodial administration fees decreased by $1.8 million, driven by a drop in interest rates. As the Federal Reserve lowers interest rates, our customers receive reduced interest payments on their un-invested cash balances, which in turn affects the portion of sub-account fees we receive in exchange for facilitating the acquisition of FDIC insurance on behalf of the customer.

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue:


	Nine Months Ended September 30,
	2021		2020
	(as a percentage of revenue)
Revenues
Placement fees	85	%	47	%
Custodial administration fees	15	%	53	%
Total revenues	100	%	100	%
Transaction-based expenses:
Transaction-based expenses	(3)	%	(9)	%
Total revenues, less transaction-based expenses	97	%	91	%
Operating expenses:
Compensation and benefits	72	%	75	%
Professional services	10	%	8	%
Acquisition-related transaction costs	—		4	%
Advertising and market development	3	%	3	%
Rent and occupancy	3	%	5	%
Technology and communications	6	%	11	%
General and administrative	3	%	(2)	%
Depreciation and amortization	4	%	5	%
Total operating expenses	101	%	109	%
Operating loss	(4)	%	(18)	%
Other expenses:
Interest expense, net	(2)	%	(5)	%
Change in fair value of warrant liabilities	(6)	%	—
Other income (expense), net	—		—
Total other expenses	(8)	%	(5)	%
Loss before provision for income taxes	(12)	%	(23)	%
Provision for (benefit from) income taxes	—		—
Net and comprehensive loss	(12)	%	(23)	%

Transaction-based expenses

Transaction-based expenses were $3.2 million for the nine months ended September 30, 2021, compared to $3.0 million for the nine months ended September 30, 2020, representing an increase of $0.2 million or 7%. Though our revenues increased during the same period, transaction-based expenses did not increase proportionally due to the reduced usage of external brokers driven by less focus on larger, institutional transactions that more often involve the participation of an external broker.

Compensation and benefits



	Nine Months Ended September 30,
	2021		2020		$ Change		% Change
(in thousands)
Salary	$	23,902	$	14,194		9,708	68	%
Bonus		34,019		5,007		29,012	579
Benefits		2,787		1,651		1,136	69
Share-based compensation		9,975		3,119		6,856	220
Other		54		30		24	80
Total compensation and benefits	$	70,737	$	24,001		46,736	195	%

Compensation and benefits expense was $70.7 million for the nine months ended September 30, 2021, compared to $24.0 million for the nine months ended September 30, 2020, representing an increase of $46.7 million, or 195%. The increase was primarily

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attributable to the increase of $29.0 million from bonuses accrued related to our financial performance, individual employee performance, and changes in the commissions structure for brokers. Bonuses were also impacted by the additional headcount acquired from SharesPost and the overall upturn in the market in the first three quarters of 2021 as compared to the first three quarters of 2020, which contained the initial ramifications of the COVID-19 pandemic on the public and private stock markets. In addition, share-based compensation expense increased by $6.9 million, which was primarily driven by a $4.2 million increase in share-based compensation charges related to secondary transactions in 2021 that did not occur in 2020. Refer to Note 11, Share-based Compensation to our unaudited condensed interim consolidated financial statements included elsewhere in this proxy statement/ prospectus for more information. Additionally, the increase in compensation and benefits expense was attributable to the increase in employee salaries in the amount of $9.7 million, and benefits in the amount of $1.1 million with increases in headcount from our acquisitions and organic growth of business operations.

Professional services

Professional services expense was $9.8 million for the nine months ended September 30, 2021, compared to $2.6 million for the nine months ended September 30, 2020, representing an increase of $7.2 million, or 280%. The increase in professional services expense is aligned with our plan of becoming a public company. We incurred increases of $3.0 million in advisor fees related to the issuance of Series B-1 and B-2 convertible preferred stock and the secondary sales of common stock during the nine months ended September 30, 2021. In addition, we incurred increases in audit fees of $1.7 million and legal fees of $0.9 million related primarily to overall increased business operations and increased regulatory jurisdiction to ensure compliance.

Acquisition-related transaction costs

Acquisition-related transaction costs were $0.2 million for the nine months ended September 30, 2021, compared to $1.4 million for the nine months ended September 30, 2020, representing a decrease of $1.2 million, or 88%. The decrease in acquisition-related transaction costs was primarily related to the acquisition of SharesPost in 2020. During the nine months ended September 30, 2020, we incurred $1.4 million in acquisition-related transaction costs primarily related to our acquisition of SharesPost, which was completed in November 2020. We did not incur material acquisition-related transaction costs during the nine months ended September 30, 2021.

Advertising and market development

Advertising and market development expense was $3.0 million for the nine months ended September 30, 2021, compared to $0.9 million for the nine months ended September 30, 2020, representing an increase of $2.1 million, or 221%. The increase in advertising and marketing expenses was driven primarily by increased internet advertising and various other marketing expenses, such as public relations for public readiness and conferences.

Rent and occupancy

Rent and occupancy expense was $2.7 million for the nine months ended September 30, 2021, compared to $1.7 million for the nine months ended September 30, 2020, representing an increase of $1.0 million, or 62%. The increase in rent and occupancy expenses is primarily due to three additional operating leases assumed as a part of the SharesPost acquisition in November 2020.

Technology and communications

Technology and communications expense was $5.8 million for the nine months ended September 30, 2021, compared to $3.4 million for the nine months ended September 30, 2020, representing an increase of $2.4 million, or 73%. The increase in expense pertains primarily to an increase of $1.2 million in computer equipment and software expenses for our growing business, and an increase of $1.2 million for third-party software development engineers for the continued maintenance of our platform.

General and administrative

General and administrative expense was $3.1 million for the nine months ended September 30, 2021, compared to a credit balance of $0.6 million for the nine months ended September 30, 2020, representing an increase of $3.7 million, or 625%. The increase in general and administrative expense was primarily due to miscellaneous expense increases of $2.3 million, largely driven by $2.2 million related to a credit for fund insurance premiums as a result of re-negotiation of the insurance premium with our vendor

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during fiscal year 2020. We further incurred increases of $1.0 million for various costs such as regulatory fees, franchise/business taxes, bank service charges, and travel and entertainment expenses.

Depreciation and amortization

Depreciation and amortization expense was $4.1 million for the nine months ended September 30, 2021, compared to $1.4 million for the nine months ended September 30, 2020, representing an increase of $2.7 million, or 192%. The increase was primarily driven by a $2.5 million increase in the amortization of intangible assets acquired from the acquisition of SharesPost in November 2020, and $0.2 million increase in depreciation and amortization of furniture, leasehold improvements, computer equipment, and capitalized software.

Interest expense, net

Interest expense, net, was $2.3 million for the nine months ended September 30, 2021, compared to $1.3 million for the nine months ended September 30, 2020, representing an increase of $1.0 million, or 73%. Interest expense increased by $1.0 million due to direct financing costs incurred in connection with the repayment of term loans and convertible notes.

Change in fair value of warrant liabilities

Change in fair value of warrant liabilities was a credit balance of $5.6 million for the nine months ended September 30, 2021, compared to a credit balance of less than $0.1 million for the nine months ended September 30, 2020, representing a change of $5.6 million from the nine months ended September 30, 2020. The change was primarily driven by the increase in the fair value of the securities including common and convertible preferred stock underlying our outstanding warrants during the nine months ended September 30, 2021 as compared to the fair value of the underlying securities during the nine months ended September 30, 2020.

Other income (expense), net

Other income, net was $0.2 million for the nine months ended September 30, 2021, compared to other expense, net of $0.2 million for the nine months ended September 30, 2020, representing an increase of $0.4 million, or 250%.

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Comparisons for fiscal years ended December 31, 2020 and December 31, 2019

The following table sets forth our consolidated statement of operations for the fiscal years ended December 31, 2020 and 2019, and the dollar and percentage change between the two years (dollars in thousands):


	Year Ended December 31,
	2020		2019		$ Change	% Change
Revenues
Placement fees	$	29,240	$	23,990	5,250	22	%
Custodial administration fees		22,404		3,720	18,684	502	%
Total revenues	$	51,644	$	27,710
Transaction-based expenses		(3,888)		(3,661)	227	6	%
Total revenues, less transaction-based expenses	$	47,756	$	24,049

Operating expenses:
Compensation and benefits	$	37,330	$	26,348	10,982	42	%
Professional services		3,371		3,383	(12)	—
Acquisition-related transaction costs		3,289		404	2,885	714	%
Advertising and market development		1,528		2,181	(653)	(30)	%
Rent and occupancy		2,381		1,883	498	26	%
Technology and communications		4,616		2,461	2,155	88	%
General and administrative		452		1,590	(1,138)	(72)	%
Depreciation and amortization		2,406		445	1,961	441	%
Total operating expenses	$	55,373	$	38,695
Operating loss	$	(7,617)	$	(14,646)
Other expenses:
Interest expense, net		(2,405)		(170)	2,235	1,315	%
Change in fair value of warrant liabilities		(292)		—	292	100	%
Other expenses, net		(201)		(322)	(121)	(38)	%
Total other expenses	$	(2,898)	$	(492)
Loss before income taxes		(10,515)		(15,138)
Provision for (benefit from) income taxes		(803)		100	(903)	(903)	%
Net and comprehensive loss	$	(9,712)	$	(15,238)

Revenue

Revenue was $51.6 million for the year ended December 31, 2020 compared to $27.7 million for the year ended December 31, 2019, representing an increase of $23.9 million or 86%.

Placement fees increased by $5.3 million, or 22%, year-over-year. The dollar amount of trades executed increased by $257 million, while our net take rate increased by 7 basis points. While revenue in the first half of the year was lower than anticipated due to the market impacts of COVID-19, activity recovered in the second half of 2020. The increase in placement fees is also driven by the SharesPost acquisition in November 2020, which significantly increased our brokerage customer base.

Custodial administration fees increased by $18.7 million, as we benefited from an entire year of revenue in 2020 versus two months of revenues in fiscal year 2019. We also raised prices on our services in 2020 and saw a net increase of more than 450,000 billable core and platform accounts.

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The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue:


	Year Ended December 31,
	2020		2019

	(as a percentage of revenue)
Revenues
Placement fees	57	%	87	%
Custodial administration fees	43	%	13	%
Total revenues	100	%	100	%
Transaction-based expenses:
Transaction-based expenses	(8)	%	(13)	%
Total revenues, less transaction-based expenses	92	%	87	%

Operating expenses:
Compensation and benefits	72	%	95	%
Professional services	6	%	12	%
Acquisition-related transaction costs	6	%	1	%
Advertising and market development	3	%	8	%
Rent and occupancy	5	%	7	%
Technology and communications	9	%	9	%
General and administrative	1	%	6	%
Depreciation and amortization	5	%	2	%
Total operating expenses	107	%	140	%
Operating loss	(15)	%	(53)	%
Other expenses:
Interest expense, net	(5)	%	(1)	%
Change in fair value of warrant liabilities	(1)	%	—
Other expense, net	—		(1)	%
Total other expenses	(6)	%	(2)	%
Loss before income taxes	(21)	%	(55)	%
Provision for (benefit from) income taxes	(2)	%	—
Net and comprehensive loss	(19)	%	(55)	%

Transaction-based expenses

Transaction-based expenses were $3.9 million for the year ended December 31, 2020, compared to $3.7 million for the year ended December 31, 2019, representing an increase of $0.2 million or 6% in fiscal year 2020. Though our revenues increased from fiscal year 2019 to fiscal year 2020, transaction-based expenses did not increase proportionally due to the mix of transaction types and the usage of external brokers focused on fewer, but larger, institutional transactions that more often involve the participation of an external broker.

Compensation and benefits


	Year Ended December 31,
	2020		2019		$ Change		% Change
(in thousands)
Salary	$	19,915	$	12,192		7,723	63	%
Bonus		10,303		6,132		4,171	68
Benefits		2,167		726		1,441	198
Share-based compensation		4,906		7,287		(2,381)	(33)
Other		39		11		28	255
Total compensation and benefits	$	37,330	$	26,348		10,982	42	%

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Compensation and benefits expense was $37.3 million for the year ended December 31, 2020, compared to $26.3 million for the year ended December 31, 2019, representing an increase of $11.0 million or 42% in fiscal year 2020. The increase was primarily attributable to the increase in employee salary, benefits, and other related costs of $9.2 million due to increase in headcount driven by our acquisitions and organic growth of business operations. This increase also resulted from the incremental $4.2 million in bonuses, which are based on our financial performance and individual employee performance. These increases were offset by a $2.4 million decrease in share-based compensation expense in fiscal year 2020 primarily attributable to share-based compensation expenses recognized as a result of secondary transactions in fiscal year 2019 of $5.0 million that did not recur in fiscal year 2020. Refer to Note 12, Share-based Compensation to our audited annual consolidated financial statements included elsewhere in this proxy statement/prospectus for more information related to the secondary transactions.

Professional services

Professional services expense was $3.4 million for the year ended December 31, 2020, compared to $3.4 million for the year ended December 31, 2019, which remained relatively flat.

Acquisition-related transaction costs

In fiscal year 2020, we incurred $3.3 million in acquisition-related transaction costs, primarily related to our acquisition of SharesPost. In fiscal year 2019, we incurred $0.4 million in acquisition-related transaction costs related to our acquisition of IRA services.

Advertising and market development

Advertising and market development expense was $1.5 million for the year ended December 31, 2020, compared to $2.2 million for the year ended December 31, 2019, representing a decrease of $0.7 million or 30% in fiscal year 2020. The decrease in advertising and marketing expenses was driven by a reduction of $1.1 million in outdoor and physical advertising and brand-related spend in our marketing. In addition, we had a reduction of $0.1 million in trade show costs as a result of the continuing pandemic resulting in a halt of our business travel and related trade show expenses. These decreases were offset by a $0.5 million increase in other marketing costs for website design work.

Rent and occupancy

Rent and occupancy expenses were $2.4 million for the year ended December 31, 2020, compared to $1.9 million for the year ended December 31, 2019, representing an increase of $0.5 million or 26% in fiscal year 2020. The increase in rent and occupancy expenses is primarily attributed to one additional lease assumed as a part of the IRA Services acquisition in October 2019, and three additional operating leases assumed as a part of the SharesPost acquisition in November 2020.

Technology and communications

Technology and communications expense was $4.6 million for the year ended December 31, 2020, compared to $2.5 million for the year ended December 31, 2019, representing an increase of $2.1 million or 88% in fiscal year 2020. The increase in expense pertains primarily to an increase of $1.5 million for third-party software development engineers for the continued development and maintenance of our platform, an increase of $0.3 million in computer equipment and hosting expenses that coincide with our growth over the period, and increased spend on telecom and internet services of $0.3 million.

General and administrative

General and administrative expense was $0.5 million for the year ended December 31, 2020, compared to $1.6 million for the year ended December 31, 2019, representing a decrease of $1.1 million, or 72%. The decrease in general and administrative expense was primarily due to a $2.2 million credit for fund insurance premiums as a result of re-negotiation of the insurance premium with our vendor during fiscal year 2020 and a $0.5 million decrease in lodging, meals and travel. The decrease was partially offset by increases of $0.6 million for company liability insurance, $0.4 million for bad debt expense, and $0.3 million for bank service charges.

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Depreciation and amortization

Depreciation and amortization expense was $2.4 million for the year ended December 31, 2020, compared to $0.4 million for the year ended December 31, 2019, representing an increase of $2.0 million or 441% in fiscal year 2020. The increase was primarily driven by a $2.0 million increase in the amortization of intangible assets acquired from IRA Services in 2019 and SharesPost in 2020.

Interest expense, net

Interest expense, net, was $2.4 million for the year ended December 31, 2020, compared to $0.2 million for the year ended December 31, 2019, representing an increase of $2.2 million or 1,315% in fiscal year 2020. Interest expense increased by $2.2 million due to the issuance of additional convertible notes, as well as term loans and a revolving loan.

Change in fair value of warrant liabilities

Change in fair value of warrant liabilities of $0.3 million for the year ended December 31, 2020, compared to zero for the year ended December 31, 2019. We had no liability classified warrants in 2019.

Other expense, net

Other expense was $0.2 million for the year ended December 31, 2020, compared to $0.3 million for the year ended December 31, 2019, representing a decrease in other expense of $0.1 million or 38% in fiscal year 2020. The decrease in other expenses is primarily due to a reduction in losses related to our equity method investment.

Liquidity and Capital Resources

To date, we have financed our operations primarily through revenue from operations, issuances of convertible preferred stock and issuances of debt. Our primary requirements for liquidity and capital are to finance working capital, capital expenditures and investments in business acquisitions.

As of September 30, 2021, our principal source of liquidity was our cash and cash equivalents balance of $80.5 million. Since our inception, we have generated operating losses as reflected in our accumulated deficit. We had an accumulated deficit of $72.2 million as of September 30, 2021.

We believe our existing cash and cash equivalents as of September 30, 2021, together with the proceeds stemming from the transactions contemplated by the Merger Agreement, the A&R FPA Investment and the PIPE Investment, will be sufficient to meet our operating working capital and capital expenditure requirements for the foreseeable future. Depending on the extent of redemption by Motive’s shareholders, we anticipate an estimated increase in cash and cash equivalents of approximately $358.7 million in cash to the balance sheet upon consummation of the Business Combination. This assumes that no shares of Motive’s Class A ordinary shares available for redemption are redeemed. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the expansion of sales and marketing activities. Although we currently are not a party to any agreement and do not have any understanding with any third parties with respect to potential investments in, or acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

We intend to continue to make investments in product development, sales effort, and additional general and administrative costs in connection with operating as a public company. We expect to continue to maintain financing flexibility in the current market conditions. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.

Our future capital requirements will depend on many factors including our revenue growth rate, the timing, and extent of spending to support further sales and marketing and research and development efforts. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be materially and adversely affected.

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Cash Flow Summary

The following table summarizes our cash flows for the periods presented (in thousands):

	Nine Months Ended September 30,
	2021		2020
Net cash provided by (used in):
Operating activities	$	12,857	$	(161)
Investing activities	$	(2,855)	$	(10,024)
Financing activities	$	29,638	$	4,747

Operating Activities

Cash provided by operating activities for the nine months ended September 30, 2021 of $12.9 million was primarily related to our net loss of $12.1 million, adjusted for non-cash charges of $21.9 million and net cash inflows of $3.1 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation of $9.9 million, changes in fair value of warrant liabilities of $5.6 million, depreciation and amortization of $4.1 million, amortization of right-of-use assets of $2.0 million, and other non-cash charges of $0.3 million. The main drivers of the cash inflows were derived from the changes in operating assets and liabilities and were related to an increase in accrued compensation and benefits of $5.4 million, a decrease in accounts receivable of $1.6 million, a decrease in prepaid expenses and other assets of $0.5 million, and an increase in accounts payable of $0.3 million, partially offset by a decrease in operating lease liabilities of $2.6 million, and a decrease in accrued expenses and other current liabilities of $2.1 million.

Cash used in operating activities for the nine months ended September 30, 2020 of $0.2 million was primarily related to our net loss of $7.4 million, adjusted for non-cash charges of $5.9 million and net cash inflows of $1.3 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation of $3.1 million, depreciation and amortization of $1.4 million, amortization of right-of-use assets of $1.1 million, and other non-cash charges of $0.3 million. The main drivers of the cash inflows were derived from the changes in operating assets and liabilities and were related to an increase in accrued expenses and other current liabilities of $5.4 million, a decrease in prepaid expenses and other assets of $0.6 million, and an increase in accounts payable of $0.1 million, partially offset by an increase in accounts receivable of $2.5 million, a decrease in accrued compensation and benefits of $1.2 million, and a decrease in operating lease liabilities of $1.1 million.

Investing Activities

Cash used in investing activities was $2.9 million for the nine months ended September 30, 2021, which consisted of purchases of intangible assets of $2.2 million and $0.7 million related to payments for capitalized internal-use software development costs.

Cash used in investing activities was $10.0 million for the nine months ended September 30, 2020, which consisted primarily of the payment of deferred acquisition costs related to the IRA Services acquisition of $6.1 million, $3.0 million related to a loan to SharesPost, and $0.9 million related to payments for capitalized internal-use software development costs.

Financing Activities

Cash provided by financing activities was $29.6 million for the nine months ended September 30, 2021, which consisted primarily of proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs, in the amount of $47.7 million, proceeds from issuance of Series B-2 convertible preferred stock in the amount of $1.6 million, and proceeds from exercise of options, including proceeds from the repayment of promissory notes, in the amount of $1.5 million, partially offset by repayments of debt in the amount of $19.4 million, and payments of deferred offering costs of $1.8 million.

Cash provided by financing activities was $4.8 million for the nine months ended September 30, 2020, which consisted primarily of proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs, in the amount of $20.3 million and proceeds from debt, net of debt issuance costs, in the amount of $10.7 million, partially offset by repayments of debt in the amount of $26.2 million.

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The following table summarizes our cash flows for the periods presented (in thousands):


	Year Ended December 31,
	2020		2019
Net cash provided by (used in):
Operating activities	$	(2,528)	$	1,788
Investing activities	$	(23,373)	$	(45,834)
Financing activities	$	39,380	$	40,099

Operating Activities

Cash used in operating activities for the year ended December 31, 2020 of $2.5 million was primarily related to our net loss of $9.7 million, adjusted for non-cash charges of $10.2 million and net cash outflows of $3.0 million related to changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation of $4.9 million, depreciation and amortization of $2.4 million, amortization of right-of-use assets of $1.6 million, provisions for accounts receivable allowances of $0.4 million, changes in fair value of warrant liabilities of $0.3 million, and other non-cash charges of $0.5 million. The main drivers of the cash outflows were derived from the changes in operating assets and liabilities and were related to an increase to accounts receivable of $3.4 million, an increase in prepaid expenses and other assets of $2.2 million, a decrease in accounts payable of $1.7 million, and a decrease in operating lease liabilities of $1.7 million, partially offset by an increase in accrued compensation and benefits of $3.9 million, and an increase in accrued expenses and other current liabilities of $2.1 million.

Cash provided by operating activities for the year ended December 31, 2019 of $1.8 million was primarily related to our net loss of $15.2 million, adjusted for non-cash charges of $10.5 million and net cash inflows $6.5 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation of $7.3 million, amortization of right-of-use assets of $1.2 million, provisions for accounts receivable allowances of $1.1 million, other non-cash charges of $0.5 million, and depreciation and amortization of $0.4 million. The main drivers of the cash inflows were derived from the changes in operating assets and liabilities and were related to an increase in accrued compensation and benefits of $5.5 million, a decrease in accounts receivable of $1.6 million, an increase in accounts payable of $1.5 million, partially offset by an increase in prepaid expenses and other assets of $1.1 million, a decrease in operating lease liabilities of $0.8 million, and a decrease in accrued expenses and other current liabilities of $0.2 million.

Investing Activities

Cash used in investing activities was $23.4 million for the year ended December 31, 2020, which consisted primarily of cash paid for acquisitions, net of cash acquired in the amount of $13.1 million related to the SharesPost acquisition, payment of deferred acquisition costs related to the IRA Services acquisition in the amount of $6.1 million, a loan to SharesPost in the amount of $3.0 million, and $1.2 million related to capitalized internal-use software development costs.

Cash used in investing activities was $45.8 million for the year ended December 31, 2019, which consisted primarily of cash paid for acquisitions, net of cash acquired in the amount of $44.9 million related to the IRA Services acquisition, $0.4 million related to capitalized internal-use software development costs, a loan to related party in the amount of $0.3 million, and purchases of property and equipment in the amount of $0.2 million.

Financing Activities

Cash provided by financing activities was $39.4 million for the year ended December 31, 2020, which consisted primarily of proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs in the amount of $41.5 million and proceeds from debt in the amount of $25.6 million, partially offset by repayment of debt in the amount of $27.7 million.

Cash provided financing activities was $40.1 million for the year ended December 31, 2019, which consisted primarily of proceeds from debt in the amount of $28.8, proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs in the amount of $11.5 million, and proceeds from exercise of options in the amount of $0.2 million, partially offset by repayment of debt in the amount of $0.3 million and cash paid to purchase equity securities in the amount of $0.1 million.

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Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2020, and the years in which these obligations are due (in thousands):


	Total		Less than 1 year		2 to 3 years		4 to 5 years		More than 5 years
Operating lease obligations⁽¹⁾	$	13,447	$	4,074	$	8,044	$	1,329	$	—
Non-cancelable purchase obligations⁽²⁾		790		694		96		—		—
Total contractual obligations	$	14,237	$	4,768	$	8,140	$	1,329	$	—

(1)	Our lease portfolio primarily includes leased office space, all of which are accounted for as operating leases. Total payments listed represent total minimum future lease payments.

(2)	In the normal course of business, we entered into non-cancelable purchase commitments with various parties mainly for liability insurance and software products and services.

During the nine months ended September 30, 2021, there have been no material changes outside the ordinary course of business to our contractual obligations from those disclosed within Note 7, Commitments and Contingencies, to our unaudited condensed interim consolidated financial statements included elsewhere in this proxy statement/prospectus.

Off-Balance Sheet Arrangements

Refer to Note 8, Off Balance Sheet Items, to our audited annual consolidated financial statements and to our unaudited condensed interim consolidated financial statements included elsewhere in this proxy statement/prospectus.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our audited annual consolidated financial statements and accompanying notes. We base our estimates on historical experience, current business factors and various other assumptions that we believe are necessary to consider forming a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses and the disclosure of contingent assets and liabilities. Forge is subject to uncertainties such as the impact of future events, economic and political factors, and changes in our business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of our audited annual consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to our audited annual consolidated financial statements and unaudited condensed interim consolidated financial statements.

On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions. The most significant judgments, estimates and assumptions relate to the critical accounting policies, as discussed in more detail below.

Revenue Recognition

We generate revenue from fees charged for the trading of private placements on our marketplace platform, and fees for account and asset management provided to customers. We disaggregate revenue by service type, as we believe that this level of disaggregation best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are impacted by economic factors. We recognize revenue pursuant to ASC 606, Revenue from Contracts with Customers. The amount of revenue recognized reflects the consideration that we expect to receive in exchange for services. To achieve the core principle of this standard, we applied the following five steps:

Identification of the contract, or contracts, with the customer;

Identification of the performance obligations in the contract;

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Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of the revenue when, or as, a performance obligation is satisfied.

Revenue from Contracts with Customers

We enter into contracts with customers that can include various services, which are generally capable of being distinct and accounted for as separate performance obligations. When applicable, allocation of the transaction fees to the performance obligations or to the distinct goods or services that form part of a single performance obligation will depend on the individual facts and circumstances of the contract.

All of our revenues are from contracts with customers. We are the principal in these contracts, with the exception of sub-account fees, in which case we act as the agent and record revenue from fees earned related to cash balances in customers’ custodial accounts.

Business Combinations

We apply the acquisition method of accounting for business combinations. Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, intangibles, and other asset lives, among other items. These assumptions and judgments inherently contain risk. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal, most advantageous market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill.

During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowance are initially recorded in connection with a business acquisition as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgement and estimates including the selection of valuation methodologies, estimates of future revenue, costs, and cash flows, discount rates and selection of comparable companies and comparable transactions. For material acquisitions, we engage the assistance of valuations specialists in concluding on fair value measurements of certain assets acquired or liabilities assumed in a business combination. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in our consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

For additional information refer to Note 2, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this proxy statement/prospectus.

Goodwill and Intangible Assets

Goodwill on our consolidated balance sheets represents the excess of purchase price over the fair value of net assets acquired from our acquisitions. Intangible assets other than goodwill have also been identified as part of our acquisitions when determining the fair value of assets acquired.

Intangible assets other than goodwill included in our consolidated balance sheets primarily include assets related to developed technology, customer relationships, trade name, and in-process research and development. The valuation of these assets used valuation methods appropriate for determining the market value of each asset. These valuation methodologies use various assumptions, which included discount rates, the cost of capital, and forecasting among others.

Goodwill is not amortized, but instead it is assessed for impairment at the reporting unit level on an annual basis or more frequently if indicators of impairment exist.

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The goodwill impairment test is performed at the reporting unit level. We initially perform a qualitative analysis to determine if it is more likely than not that the goodwill balance is impaired. If a qualitative assessment is not performed or if a determination is made that it is not more likely than not that their value of the reporting unit exceeds its carrying amount, then we will perform a two-step quantitative analysis. First, the fair value of each reporting unit is compared to its carrying value. If the fair value of the reporting unit is less than its carrying value, we perform a hypothetical purchase price allocation based on the reporting unit’s fair value to determine the fair value of the reporting unit’s goodwill. Any resulting difference will be recorded as a charge to operations in the consolidated statements of operations and comprehensive loss in the period in which the determination is made.

Intangible assets with a finite life are amortized over the estimated useful life while intangible assets with an indefinite useful life are not amortized. Finite-lived intangibles are reviewed for impairment when indicators of impairment are present and indefinite-lived intangibles are assessed for impairment on an annual basis or more frequently if indicators of impairment exist.

We evaluate the recoverability of intangible assets at least annually or whenever events or changes in circumstances indicate the carrying value of such asset may not be recoverable. Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. As of September 30, 2021, there were no events or changes in circumstances that indicated our long-lived assets were impaired.

For additional information, refer to Note 5, Goodwill and Intangible Assets, Net, in our audited annual consolidated financial statements and our unaudited condensed interim consolidated financial statements included elsewhere in this prospectus.

Share-Based Compensation

We recognize stock-based compensation expense in accordance with the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”). ASC 718 requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and non-employees based on the grant date fair value of the awards. The fair value of employee and non-employee stock options are determined on the grant date using the Black-Scholes option pricing model using various inputs, including the fair value of the underlying common stock, the expected term of the stock-based award, the expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of common stock. The assumptions used to determine the fair value of the stock-based awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.

We recognize stock-based compensation cost on a straight-line basis over the requisite service period of the awards, which generally is the option vesting term. Forfeitures are accounted for as they occur.

Changes in the following assumptions can materially affect the estimate of fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.

● Fair Value of Common Stock. Given the absence of a public trading market, our board of directors, with the input of management, considers numerous objective and subjective factors to determine the fair value of common stock at each meeting in which awards are approved.

● Expected Term. Expected term represents the period that options are expected to be outstanding. We determine the expected term using the simplified method based on the option’s vesting term and contractual obligations.

● Expected Volatility. The volatility is derived from the average historical stock volatilities of a peer group of public companies that we consider to be comparable to our business over a period equivalent to the expected term of the share-based grants.

● Risk-Free Interest Rate. We derive the risk-free interest rate assumption from the United States Treasury’s rates for the U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued.

● Dividend Yield. We base the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero.

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The Black-Scholes assumptions used in evaluating our awards are as follows:


	Year Ended December 31,
	2020			2019
Fair value of common stock	$	3.41 — $6.59		$	3.63 — $4.92
Expected term (years)		5.0 — 6.2			5.0 — 6.0
Expected volatility		37.0% — 41.7	%		35.9% — 36.4	%
Risk-free interest		0.3% — 0.8	%		1.9% — 2.0	%
Expected dividend yield		0	%		0	%

The variables used in these models are reviewed on each grant date and adjusted, as needed. As we continue to accumulate additional data related to our common stock valuations and assumptions used in the Black-Scholes model, we may refine our estimates of these variables, which could materially affect our future stock-based compensation expense.

These estimates involved in calculating the fair value of our stock options involve inherent uncertainties and the application of significant judgment. We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimation process, which could materially impact our future stock-based compensation expense. As a measure of sensitivity, for every 10% increase in the estimated fair value of our stock options over management’s estimates at the grant dates of stock options, share-based compensation expense recognized for the fiscal year ended December 31, 2020 would have increased by $0.4 million and share-based compensation expense recognized for the fiscal year ended December 31, 2019 would not have been materially impacted. For the nine months ended September 30, 2021, share-based compensation expense recognized would have increased by $0.4 million and would not have been materially impacted for the nine months ended September 30, 2020.

In addition, we have issued performance-based stock options that vest based upon continued service through the vesting term and achievement of certain market conditions established by the board of directors for a predetermined period. We measure stock-based compensation expense for performance-based stock options containing market conditions based on the estimated grant date fair value determined using the Monte Carlo valuation model. We recognize compensation expense for such awards over the requisite service period using the accelerated attribution method when it becomes probable that the performance condition will be satisfied.

Common Stock Valuations

The fair value of the common stock underlying our equity awards was determined by our board of directors, after considering contemporaneous third-party valuations and input from management. The valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market, our board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

●

our capital resources and financial condition;

●

the prices paid for common or convertible preferred stock sold to third-party investors by us and prices paid in secondary transactions in arm’s length transactions;

●

the preferences held by our preferred stock classes relative to those of our common stock;

●

the likelihood and timing of achieving a liquidity event, such as an initial public offering, given prevailing market conditions;

●

our historical operating and financial performance as well as our estimates of future financial performance;

●

valuations of comparable companies;

●

the relative lack of marketability of our common stock;

●

industry information such as market growth and volume and macro-economic events; and

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●

additional objective and subjective factors relating to our business.

In valuing our common stock, absent an arm’s-length current/recent round of financing, the fair value of our business, or enterprise value, was determined using both the income approach and market approach. The income approach estimates value based on the expectation of future cash flows we will generate. These future cash flows are discounted to their present values using a discount rate based on the capital rates of return for comparable publicly traded companies and is adjusted to reflect the risks inherent in our cash flows relative to those inherent in the companies utilized in the discount rate calculation. The market approach estimates value based on a comparison of us to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to our financial results to estimate the enterprise value. The resulting enterprise value was then allocated to each share class using a probability-weighted expected return method (“PWERM”) to allocate value among the various share classes. The PWERM involves the estimation of the value of our company under multiple future potential outcomes and estimates the probability of each potential outcome. The per share value of our common stock as determined through the PWERM is ultimately based upon probability-weighted per share values resulting from the various future scenarios, which primarily include an initial public offering or continued operation as a private company.

In addition, we also considered any secondary transactions involving our capital stock. In our evaluation of those transactions, we considered the facts and circumstances of each transaction to determine the extent to which they represented a fair value exchange and assigned the transactions an appropriate weighting in the valuation of our common stock. Factors considered included the number of different buyers and sellers, transaction volume, timing relative to the valuation date, whether the transactions occurred between willing and unrelated parties, and whether the transactions involved investors with access to our financial information.

The significant input assumptions used in the valuation model were based on subjective future expectations combined with management judgment. Beginning April 2020, we began to weight our model differently based on the expectations that we would go public through a special acquisition purpose company (“SPAC”). In this period, we included comparable broker-dealers and exchange marketplaces companies that had recently completed similar offerings to our set of guideline public companies for use in estimating the value of our common stock.

After the common stock value was determined, a discount for lack of marketability (“DLOM”) was applied to arrive at the fair value of the common stock on a non-marketable basis. A DLOM is applied in order to reflect the lack of a recognized market for a closely held interest and the fact that a non-controlling equity interest may not be readily transferable. A market participant purchasing this share would recognize this illiquidity associated with the shares, which would reduce the overall fair market value.

In our assessments of the fair value of common stock for grant dates between the dates of the valuations, we utilized a straight-line calculation between two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

During fiscal year 2020, Forge issued equity as part of the consideration paid to acquire the broker-dealer business of SharesPost, Inc. As a measure of sensitivity, for every 10% increase in the estimated fair value of our common stock over management’s estimates at the closing date of the acquisition, the total consideration paid would have increased by $6.6 million.

During fiscal year, 2019, Forge issued equity as part of the consideration paid to acquire 100% of the outstanding shares of IRA Services, Inc. As a measure of sensitivity, for every 10% increase in the estimated fair value of our common stock over management’s estimates at the closing date of the acquisition, the total consideration paid would not have been materially impacted.

Emerging Growth Company Status

Upon completion of the Business Combination, we expect to be an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to use this extended transition period to enable Forge to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, we are not required to, among other

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things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board; and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

We will remain an EGC under the JOBS Act until the earliest of (i) the last day of our first fiscal year following the fifth anniversary of the closing of the Merger, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Quantitative and Qualitative Disclosures about Market Risk

Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Interest Rate Risk

Our exposure to changes in interest rates relates to interest earned on our cash and cash equivalents and interest incurred in relation to our debts. In addition, changes in interest rates could drive a significant impact to our custodial administration fees. As the Federal Reserve lowers interest rates, our customers receive reduced interest payments on their un-invested cash balances, which in turn affects the portion of sub-account fees we receive in exchange for facilitating the acquisition of FDIC insurance on behalf of the customer.

As the interest rates for our convertible notes are fixed, we had limited financial exposure associated with changes in interest rates for the periods presented. However, we had exposure to changes in interest rates related to our 2020 term loan, which accrued interest equal to the greater of WSJ rate and 3.25%, plus 6.75%. The results of the net sensitivity analysis performed for the periods presented indicate that a hypothetical 10% increase or decrease in risk-free rates would not have had a material effect on our financial results. The Company did not have any outstanding debt as of September 30, 2021. For outstanding debt as of December 31, 2020, see Debt — disclosed in Note 6, within our consolidated financial statements presented elsewhere in this proxy statement/prospectus.

We use a net interest sensitivity analysis to evaluate the effect that changes in interest rates might have on our revenue. The analysis assumes that the asset and liability structure of our consolidated balance sheet would not be changed as a result of a simulated change in interest rates. The results of the analysis based on our financial position for the nine months ended September 30, 2021 and 2020, and the year ended December 31, 2020 and 2019, indicate that a hypothetical 100 basis point increase or decrease in interest rates would have impacted our custodial administration fee revenues by $3.0 million, $2.6 million, $3.5 million, and $0.9 million, respectively.

Our measurement of interest rate risk involves assumptions that are inherently uncertain and, as a result, cannot precisely estimate the impact of changes in interest rates on net interest revenues. Actual results may differ from simulated results due to balance growth or decline and the timing, magnitude, and frequency of interest rate changes, as well as changes in market conditions and management strategies, including changes in asset and liability mix.

Foreign Exchange Rate Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Currently, substantially all of our revenue and expenses are denominated in U.S. dollars. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred. Our results of operations and cash flows in the future may be adversely affected due to an expansion of non-U.S. dollar denominated contracts and changes in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical or current consolidated financial statements. To date, we have not engaged in any hedging strategies. As our international activities grow, we will continue to reassess our approach to manage the risk relating to fluctuations in currency rates.

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Related Party Transactions

See the section titled “Certain Relationships and Related Person Transactions — Forge” included elsewhere in this proxy statement/prospectus for information regarding related party transactions during the nine months ended September 30, 2021 and 2020, and fiscal years ended December 31, 2020 and 2019, and subsequent thereto.

Recent Accounting Pronouncements

See the section titled “Summary of Significant Accounting Policies” in Note 1 of the notes to our audited annual consolidated financial statements and our unaudited condensed interim consolidated financial statements included elsewhere in this proxy statement/prospectus.

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive and Director Compensation of Motive

None of our officers or directors have received any cash compensation for services rendered to us. Ms. Masters, in her capacity as the CEO of the Company, has been awarded incentive equity in the form of a profits interest in the Sponsor. Commencing on the date that our securities are first listed on NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our Sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. As of September 30, 2021, we did not incur any fees for the administrative support. Our Sponsor has waived such fees and such fees will not be payable until our Sponsor determines that such fees should be paid.In addition, our Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

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MANAGEMENT OF NEW FORGE AFTER THE BUSINESS COMBINATION

Management and Board of Directors

The Company expects that the current executive officers of Forge will become executive officers of the post-combination company following the Business Combination. For biographical information regarding the current executive officers of Forge, who Motive anticipates will be the executive officers of the post-combination company, please see the section entitled “Management after the Business Combination — Information about Anticipated Executive Officers and Directors upon the Closing of the Business Combination.”

The following persons are anticipated to be the directors and executive officers of the post-combination company, which will be renamed “ ” following the Business Combination:


Name	Age	Position
Kelly Rodriques	58	Chief Executive Officer and Director
Mark Lee	62	Chief Financial Officer
Jose Cobos	49	Chief Operating Officer
Ashwin Kumar	55	Director
Blythe Masters	52	Director
Stephen George	54	Director
Christoph Hansmeyer	46	Director
Kim Vogel	54	Director
Steven McLaughlin	57	Director

Information about Anticipated Executive Officers and Directors Upon the Closing of the Merger

Kelly Rodriques will be our Chief Executive Officer and director following the Business Combination. Mr. Rodriques has been Forge’s Chief Executive Officer since July 2018. Prior to Forge, Mr. Rodriques served as Chief Executive Officer of PENSCO Trust Company from March 2010 to September 2016. Since September 2016, he has been the Managing General Partner of Operative Capital, an early stage investor in FinTech companies. He was previously an Operating Partner at Ignition Growth Capital from October 2006 to January 2010, where he led the investment in mFoundry, a leading mobile banking software company. He served as the Chief Executive Officer of Totality from 2002 to 2006. He previously served as the Chief Executive Officer of Novo from 1994 to 2002. Mr. Rodriques earned his B.S. degree from California State University, Fresno. We believe Mr. Rodriques is qualified to serve on our Board due to his service as Chief Executive Officer of Forge, his significant leadership experience and his extensive management experience in the FinTech industry.

Mark Lee will be our Chief Financial Officer following the Business Combination. Mr. Lee has been Forge’s Chief Financial Officer since October 2018. Prior to Forge, he served as Chief Operating Officer of PENSCO Trust Company from September 2015 to August 2018. He served as the Chief Financial Officer of Stanford Management Company from 2005 to 2013. He also served as a Group Chief Financial Officer at Charles Schwab & Co., Inc. from 1996 to 2005. He previously was a Principal at Barclays Global Investors from 1994 to 1996 and a Vice President at Goldman Sachs from 1987 to 1994. He started his career as a Financial Manager at Hewlett Packard from 1983 to 1987. Mr. Lee earned his M.B.A. degree from the University of Chicago in 1983 and his Bachelor of Business Administration in accounting and finance from University of California, Berkeley in 1981.

Jose Cobos will be our Chief Operating Officer following the Business Combination. Mr. Cobos joined Forge as Chief Revenue Officer in November 2019 and has served as Chief Operating Officer since May 2021. Prior to Forge, he served as the Head of Technology Capital Markets at the NYSE from January 2018 to November 2019. He previously served as a Managing Director of Cowen Inc. from 2011 to December 2017 and was mostly recently a Principal at Piper Jaffray where he worked from 2004 to 2011. He started his career serving as a Navy SEAL Officer from 1995 to 2001 and worked at General Mills from 2003 to 2004. Mr. Cobos earned his M.B.A. degree from Stanford University in 2003 and his B.S. degree in Economics from the United States Naval Academy.

Ashwin Kumar will be a director following the Business Combination. Mr. Kumar is an industry partner at Motive Partners, which he joined in 2021. Prior to joining Motive Partners, from 2018 to 2021, Mr. Kumar was founding partner of 7RIDGE, a private markets asset manager invested in fintech and associated transformative technologies. Mr. Kumar’s extensive experience spans investment banking capital markets, investing and market infrastructure across the United States and Europe with over 30 years in the financial sector. Prior to 7RIDGE, Mr. Kumar was Managing Director, Global Head of Group Product and Business Development at Deutsche Börse from 2015 to 2018. As member of the senior executive leadership team, Mr. Kumar was a member of the Group

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Management Committee, Group Risk Committee, Corporate Venture Capital Investment Committee, Product Development Lab Steering Committee and Datafication Council. Preceding this, Mr. Kumar has over 14 years of experience on the investing side including being a founding partner at Meru Capital and Old Lane Partners, both global multi-strategy hedge funds investing across all major asset class and regions across both public and private markets. Prior to this, Mr. Kumar held senior executive roles at capital markets divisions of global banks including as Managing Director, Head of Rates Trading Europe and Head of Strategic Rates Trading Europe at Bank of America; Managing Director, Head of US Rates Trading for Commerzbank Securities USA and at Credit Suisse First Boston where he ran the global US Treasury Options business. Mr. Kumar has served as Board Member of Digital Asset Holding, a leading enterprise DLT fintech and Pratham U.K., an NGO focused on education, and is currently a Board Member of Trumid, a leading fintech company enabling the electronification and transformation of fixed income marketplaces. and Martial Arts Charitable Trust. Mr. Kumar received his BS in Industrial Management/Industrial Engineering from Purdue University in 1986 and graduated with an MBA in Finance from University of Chicago in 1988.

Blythe Masters will be a director following the Business Combination. Ms. Masters has served as the Chief Executive Officer and a director of Motive Capital Corp since 2020. Ms. Masters is an Industry Partner at Motive Partners, which she joined in 2019. Prior to joining Motive Partners, Ms. Masters served from 2015 to 2018 asthe CEO of Digital Asset Holdings, the leading enterprise blockchain fintech software company responsible for the Australian Securities Exchange’s posttrade infrastructure replacement project. Prior to joining Digital Asset Holdings, Ms. Masters was a senior executive at J.P. Morgan for 27 years from 1987 to 2014. Ms. Masters was a member of the Corporate & Investment Bank Operating Committee and firmwide Executive Committee, along with otherpositions including Head of Global Commodities, Head of Corporate & Investment Bank Regulatory Affairs, CFO of the Investment Bank, Head of Global Credit Portfolio and Credit Policy and Strategy and Head of Structured Credit. Ms. Masters serves as Board Member and Member of the Compensation andRisk Committees of Credit Suisse Group AG, Board Member of A.P. Moller Maersk, Board Member and Audit Committee Chair of GCM Grosvenor, Memberof the International Advisory Board of Santander Group and Santander’s Open Digital Services Board. Ms. Masters is a member of the Advisory Board ofthe US Chamber of Digital Commerce, Figure Technologies and Maxex as well as a member of the Brookings Institution Taskforce on Financial Stability and P.R.I.M.E. Finance (the Hague based Panel of Recognized International Market Experts in Finance). Ms. Masters is a graduate and Senior Scholar of Trinity College, Cambridge where she received a B.A. in Economics.

Stephen George will be a director following the Business Combination. Mr. George is the co-founder and has been the Managing Partner of Panorama Point Partners, LLC since its inception in January 2012. Mr. George previously was the founding Chief Investment Officer and Managing Partner of Capricorn Investment Group, LLC from 2002 to 2013. Mr. George was a Vice President at Goldman Sachs at its San Francisco office from 1995 to 1999. He earned his Bachelor of Arts degree from Cornell University in 1989.

Christoph Hansmeyer will be a director following the Business Combination. Mr. Hansmeyer has been a director of Forge since January 2020. He has been Head of Group Strategy and M&A, as well as Chief of Staff at Deutsche Börse AG since 2018. He was previously with Allianz SE, based in Munich, Germany from 2012 until 2018, where he held positions in Group Merger & Acquisitions and in the company’s Group Strategy & Portfolio Management team. Before that, he spent 12 years at Goldman Sachs from 1999 to 2012, working in the Investment Banking Division of the Financial Institutions Group with responsibility for Frankfurt, New York and London. He earned his master’s degree in Business Administration at the WHU Otto Beisheim School of Management in Koblenz, Germany in 1999.

Kim Vogel will be a director following the Business Combination. Ms. Vogel has been a director of Trico Bancshares and Tricounties Bank and a member of its Audit Committee, Cyber Risk and Information Technology Committee, and Compensation and Management Succession Committee since February 2020. She was President, Co-Founder and director of BaseVenture Investing, Inc. from 2014 to 2019, serving as Transitional President in 2019 after the company was sold to Fidelity National Information Services, Jacksonville, Florida (FIS). From 2005 to 2014, she was the Chief Financial Officer and a Founding Investor at mFoundry Inc. She was the Chief Financial Officer of Semaphore Partners from 1998 to 2003. She was previously a Vice President and Senior Equity Research Analyst at Montgomery Securities (Bank of America Securities) from 1995 to 1998. She served as a Senior Financial Auditor at Sutter Health Systems from 1992 to 1993 and a Senior Accountant and Auditor at KPMG from 1989 to 1992. She was an adjunct professor and currently serves on the Board of Trustees of Saint Mary’s College of California. She earned her Master of Business Administration degree at Harvard Graduate School of Business in 1995 and her Bachelor of Science degree at Saint Mary’s College in 1989. Ms. Vogel is a Certified Public Accountant.

Steven McLaughlin will be a director following the Business Combination. Mr. McLaughlin has been a director of Forge since July 2018. Mr. McLaughlin has been the Managing Partner and CEO of Financial Technology Partners LP since January 2002. Since July 2017, he has been a director of Feedzai Consultadoria e Inovação Tecnológica, S.A. Since December 2020, he has been a director of Independence Holdings Corp. Since February 2017, he has been a director of FinTech Partners Ltd (UK). From March 2018 to

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February 2021, he was a director of Motionsoft, Inc. From October 2015 to August 2020, he was a director of AvidXchange, Inc. From 1994 to 2002, Mr. McLaughlin was the Head of the Global Financial Technology Group, Investment Banking at Goldman Sachs. He earned his Master of Business Administration from the Wharton School in 1995 and his Bachelor of Science in Business Administration degree from Villanova University in 1990.

Board of Directors

Following the completion of the Business Combination, the structure of the board of directors will be increased to nine directors, as discussed in greater detail in “Proposal No. 3 — The Binding Organizational Documents Proposal” and “Management After the Business Combination.” Under the terms of the Proposed Charter, the board of directors will be divided into three classes designated as Class I, Class II and Class III. Class I directors will initially serve for a term expiring at the first annual meeting of stockholders following the Closing Date. Class II and Class III directors will initially serve for a term expiring at the second and third annual meeting of stockholders following the Closing Date, respectively. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting of the stockholders. There will be no limit on the number of terms a director may serve on board of directors of New Forge.

Under the Proposed Bylaws, directors are elected by a plurality voting standard, whereby each of our stockholders may not give more than one vote per share towards any one director nominee. There are no cumulative voting rights.

Committees of the Board of Directors

The board of directors will direct the management of its business and affairs, as provided by Delaware law, and will conduct its business through meetings of the board of directors and standing committees. New Forge will have a standing audit committee, compensation committee and nominating and corporate governance committee, each of which will operate under a written charter.

Audit Committee

Upon Closing, the audit committee is expected to consist of , and , with serving as the chair of the committee. It is expected that each of these individuals will be determined to meet the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and applicable NYSE listing rules, including the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE listing rules. In arriving at this determination, the board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

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The board of directors has determined that qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE listing rules. In making this determination, the board of directors has considered ’s formal education and previous and current experience in financial and accounting roles. The independent registered public accounting firm and management periodically will meet privately with the audit committee. The audit committee’s responsibilities will include, among other things:

appointing, compensating, retaining, evaluating, terminating and overseeing the independent registered public accounting firm;

discussing with the independent registered public accounting firm their independence from management;

reviewing with the independent registered public accounting firm the scope and results of their audit;

pre-approving all audit and permissible non-audit services to be performed by the independent registered public accounting firm;

overseeing the financial reporting process and discussing with management and the independent registered public accounting firm the interim and annual financial statements to be filed with the SEC;

reviewing and monitoring accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

Upon Closing, the compensation committee is expected to consist of , and , with serving as the chair of the committee. , and are non-employee directors, as defined in Rule 16b-3 promulgated under the Exchange Act. The board of directors has determined that , and , are “independent” as defined under applicable NYSE listing standards, including the standards specific to members of a compensation committee. The compensation committee’s responsibilities include, among other things:

reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the Board regarding the compensation of the Chief Executive Officer;

reviewing and setting, or making recommendations to the board of directors regarding, the compensation of other executive officers;

making recommendations to the board of directors regarding the compensation of directors;

reviewing and approving, or making recommendations to the board of directors regarding, incentive compensation and equity-based plans and arrangements; and

appointing and overseeing any compensation consultants.

We believe that the composition and functioning of the compensation committee meets the requirements for independence under applicable NYSE listing standards.

Nominating and Corporate Governance Committee

Upon Closing, the nominating and corporate governance committee is expected to consist of , and , with serving as the chair of the committee. The board of directors has determined that each of these individuals is “independent” as defined under

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applicable SEC rules and NYSE listing standards. The nominating and corporate governance committee’s responsibilities include, among other things:

identifying individuals qualified to become members of the board of directors, consistent with criteria approved by the board of directors;

recommending to the board of directors the nominees for election to the board of directors at annual meetings of shareholders;

overseeing an evaluation of the board of directors and its committees; and

developing and recommending to the board of directors a set of corporate governance guidelines.

We believe that the composition and functioning of the nominating and corporate governance committee meets the requirements for independence under current NYSE listing standards.

The board of directors may from time to time establish other committees.

Code of Ethics

Motive adopted a Code of Ethics applicable to its directors, officers and employees and is available at www.motivecapitalcorp.com. Upon consummation of the Business Combination, the post-combination company intends to adopt an amended and restated Code of Business Conduct and Ethics that will apply to its officers and employees, including its principal executive officer, principal financial officer and principal accounting officer, which will be available at .

Forge Director and Executive Compensation

Executive Compensation

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “Forge,” “we,” “us” or “our” refers to Forge and its consolidated subsidiaries prior to the consummation of the Business Combination and to New Forge and its consolidated subsidiaries following the Business Combination. As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for its principal executive officer and its two other most highly compensated executive officers.

This section discusses the material components of the executive compensation program offered to the executive officers of Forge who would have been “named executive officers” for 2020 and who will serve as the executive officers of Forge following the consummation of the Business Combination. Such executive officers consist of the following persons, referred to herein as our named executive officers:

●

Kelly Rodriques, Chief Executive Officer;

●

Mark Lee, Chief Financial Officer; and

●

Jose Cobos, Chief Operating Officer.

Each of our named executive officers will serve the Company in the same capacities after the closing of the Business Combination.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that Forge adopts following the closing of the Business Combination could vary significantly from our historical practices and currently planned programs summarized in this discussion.

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2020 Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by and paid to Forge’s named executive officers for services rendered to Forge in all capacities during the fiscal year ended December 31, 2020 (“Fiscal Year 2020”).


Name and Principal Position	Year	Salary ($)⁽¹⁾	Option Awards ($)⁽²⁾	Non-Equity Plan Compensation Earnings ($)		All other compensation ($)⁽⁵⁾	Total ($)
Kelly Rodriques Chief Executive Officer	2020	381,742	—	500,000	⁽³⁾	5,901	881,742
Mark Lee Chief Financial Officer	2020	341,975	552,637	250,000	⁽³⁾	3,903	1,144,612
Jose Cobos Chief Operating Officer	2020	356,627	726,571	1,549,322	⁽⁴⁾	887	2,632,520

(1)

The amounts reported represent the salary payments made to our named executive officers during Fiscal Year 2020, which are slightly higher than their annual base salary rates for Messrs. Rodriques and Cobos. For more information on these annual base salary rates, see the description under “2020 Base Salaries” below.

(2)

The amounts reported represent the aggregate grant date fair value of the stock option awards granted to our named executive officers during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 12 of our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock option awards or any sale of the underlying shares of Forge common stock.

(3)

The amounts reported represent annual cash incentive bonuses earned by Messrs. Rodriques and Lee in 2020 but paid by the Company in 2021, based on our achievement of certain corporate and individual performance goals for 2020. For more information on these bonuses, see the description of the annual performance bonuses under “2020 Annual Bonuses” below.

(4)

The amount reported represents the annual incentive bonus earned by Mr. Cobos in 2020. Mr. Cobos received $913,455 of his 2020 annual incentive bonus in cash which was paid by the Company in 2021, and $635,867 of his 2020 annual incentive bonus paid in the form of a stock option grant, with the number of shares subject to the option determined by dividing 635,867 by the Forge preferred stock price of $12.4168. Consistent with FASB ASC Topic 718, the strike price of the option grant was determined based on the fair market value of Forge’s common stock as of December 31, 2020, which was $1.60 on a pre-conversion basis.

(5)	The amounts reported represent matching contributions contributed by the Company to each NEO’s account in the Company’s 401(k) plan.

Narrative Disclosure to the Summary Compensation Table

2020 Base Salaries

Our NEOs each receive a base salary to compensate them for services rendered to our Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our board of directors or the compensation committee of our board of directors (the “compensation committee”), and may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.

For Fiscal Year 2020, the annual base salaries for Messrs. Rodriques, Lee and Cobos were $380,000, $370,000, and $355,000, respectively.

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2020 Annual Bonuses

During the year ended December 31, 2020, Messrs. Rodriques, Lee and Cobos were eligible to earn an annual incentive bonuses based on the achievement of certain company performance objectives, including revenue targets, and individual performance. For Fiscal Year 2020, the target annual bonuses (as a percentage of annual base salary) for Messrs. Rodriques, Lee and Cobos were 100%, 75%, and 425%, respectively.

With respect to Mr. Rodriques, performance objectives were mutually determined between Mr. Rodriques and our board of directors. Such performance objectives included the successful closing of the merger between SharesPost and Forge. With respect to Messrs. Lee and Cobos, performance objectives were mutually determined between the NEO and Mr. Rodriques. For Mr. Lee, such performance objectives included the achievement of fundraising and debt facility targets, and, for Mr. Cobos, such performance objectives included the achievement of fundraising targets and the successful closing of the merger between SharesPost and Forge. Based on the level of achievement of their respective performance objectives, Messrs. Rodriques, Lee and Cobos earned annual bonuses equal to $500,000 (representing 132% of base salary), $250,000 (representing 68% of base salary), and $1,549,322 (representing 436% of base salary), respectively.

Equity Incentive Compensation

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the applicable vesting period. Accordingly, our board of directors or our compensation committee periodically review the equity incentive compensation of our executives and may grant equity incentive awards to them from time to time. During Fiscal Year 2020, we granted option awards to our NEOs under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive Plan, which was most recently amended and restated as of June 11, 2021 (as amended and restated, the “2018 Plan”). For additional information on awards granted during Fiscal Year 2020, please see the table under “Outstanding Equity Awards at 2020 Fiscal Year-End” below.

Perquisites

We do not provide significant perquisites or personal benefits to our employees with an aggregate equal to or greater than $10,000.

401(k) Plan

We currently maintain a tax-qualified 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Our 401(k) plan is intended to qualify for favorable tax treatment under Section 401(a) of the Code and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. We provide matching contributions under the 401(k) Plan, and provided such contributions during Fiscal Year 2020. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Executive Employment Arrangements

Each of the NEOs entered into offers letters with Forge pursuant to which the NEO was entitled to receive certain amounts set forth in the table above. During the year ended December 31, 2020, each offer letter provided for, among other things, base salary, and annual target bonus opportunity, subject to the achievement of certain metrics as further described above. Each offer letter also required the NEO to be subject to the Company’s standard proprietary information and inventions agreement. In addition, each of the NEOs was eligible to receive severance payments and benefits in connection with a qualifying termination of employment under such offer letters.

Effective September 9, 2021, Forge entered into employment agreements with each of Kelly Rodriques, Mark Lee, and Jose Cobos. Upon the closing of the Business Combination, the Company will assume by operation of law the rights and obligations of Forge under each of these employment agreements. Such agreements are referred to herein as the “New Executive Agreements,” and the material terms of these agreements are summarized in the “Additional Narrative Description” section below.

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Outstanding Equity Awards at 2020 Fiscal Year-End

The following table sets forth information (on a pre-conversion basis) concerning outstanding equity awards held by each of its named executive officers as of December 31, 2020.


		Stock Awards⁽²⁾
Name	Vesting Commencement Date	Number of Shares or Units of Stock That Have Not Vested ⁽³⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁴⁾
Kelly Rodriques⁽¹⁾	6/1/2018	750,000	1,200,000
	6/1/2018	450,113	720,181
Mark Lee	10/1/2018	116,812	186,899
	10/1/2018	14,228	22,765
	11/10/2020	100,000	160,000
Jose Cobos	11/11/2019	208,471	333,554
	2/13/2020	9,561	15,298

(1)

The amount reported reflects the number of shares subject to a restricted stock award that remains subject to the Company’s repurchase right. 1/4 of the shares vested on the one-year anniversary of the vesting commencement date, and 1/48 of the shares vest on a monthly basis each month thereafter, in each case, subject to the named executive officer’s continuous service relationship with the Company through each applicable date.

(2)	Such equity awards are listed on a pre-conversion basis, and are subject to the terms of our 2018 Plan. The 2018 Plan will be terminated in connection with the Closing of the Business Combination and accordingly, no additional awards will be made under the 2018 Plan.

(3)

The amounts reflect the number of shares issued upon the early exercise of a stock option grant that remain subject to the Company’s repurchase right. 1/4 of the shares subject to the stock option vested or vest on the one-year anniversary of the vesting commencement date, and 1/48 of the shares vest on a monthly basis each month thereafter, in each case, subject to the named executive officer’s continuous service relationship with the Company through each applicable date. Notwithstanding the foregoing, each stock option grant includes double-trigger acceleration upon the named executive officer’s involuntary termination of employment within a certain period of time before and after a change in control of the Company.

(4)	Based on the fair market value of a share of Forge’s common stock on December 31, 2020, which was $1.60 on a pre-conversion basis.

Potential Payments Upon Termination or Change in Control

Pursuant to their offer letters in effect during the year ended December 31, 2020, Messrs. Rodriques, Lee, and Cobos, were each eligible to receive certain payments or benefits in connection with certain qualifying terminations or a change in control.

During Fiscal Year 2020, Mr. Rodriques was entitled to severance benefits consisting of 12 months of salary, company-paid COBRA and immediate vesting of certain equity grants made pursuant to his offer letter which would otherwise have vested but for which vesting had been suspended pending the cliff date (as further detailed in Mr. Rodriquez offer letter) upon a termination without “cause” or resignation with “good reason” (each as defined in Mr. Rodriques’s offer letter). In addition, the offer letter also provided for full stock option vesting in the event of a termination without cause or resignation for good reason within 12 months following (or one month prior to) a qualifying corporate transaction (as described in Mr. Rodriques’s offer letter). Under Mr. Lee’s offer letter in effect during Fiscal Year 2020, Mr. Lee was entitled to severance benefits consisting of nine months of salary upon a termination without “cause” or resignation with “good reason” (each as defined in Mr. Lee’s offer letter). In addition, the offer letter provided for full stock option vesting in the event of a termination without cause or resignation for good reason within one year following (or 60 days prior to) a qualifying corporate transaction (as described in Mr. Lee’s offer letter). Under Mr. Cobos’s offer letter in effect during Fiscal Year 2020, Mr. Cobos was entitled to severance benefits consisting of (i) six months of salary, (ii) an additional cash payment equal to the greater of $750,000 or 50% of his annual bonus target, (iii) six months of stock option vesting acceleration (excluding any bonus stock options) and (iv) six months of company-paid COBRA upon a termination without “cause” or resignation with “good reason” (each as defined in Mr. Cobos’ offer letter). In addition, Mr. Cobos’s offer letter provided for full stock option vesting in the event of a termination without cause or resignation for good reason any time following (or six months prior to) a qualifying corporate transaction (as described in Mr. Cobos’s offer letter).

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Following the end of Fiscal 2020, Mr. Rodriques entered into an employment agreement on May 11, 2021 with the Company (the “Rodriques Employment Agreement”). Consistent with the terms of such agreement, Forge granted Mr. Rodriques an option to purchase 1,000,000 shares of the Company’s Class AA common stock (on a pre-conversion basis) on May 11, 2021 subject to vesting upon the achievement of certain performance metrics in connection with the consummation of the Business Combination. The material terms of such stock option are summarized in the section entitled “Interests of Forge’s Directors and Executive Officers in the Merger”.

As noted above, Forge entered into the New Executive Agreements with each of Kelly Rodriques, Mark Lee, and Jose Cobos effective September 9, 2021. The material terms of these agreements are summarized in the “Additional Narrative Description” section below.

Additional Narrative Description

New Executive Agreements

Each of the New Executive Agreements became effective upon their execution, and each such agreement will remain in effect until terminated in accordance with its respective terms. Each New Executive Agreement sets forth the position in which the NEO will serve with Mr. Rodriques serving as the Chief Executive Officer of Forge, Mr. Lee serving as the Chief Financial Officer of Forge, and Mr. Cobos serving as the Chief Operating Officer of Forge. The New Executive Agreement also set forth each NEO’s annual base salary with Messrs. Rodriques, Lee and Cobos entitled to receive $502,000 per year, $392,000 per year, and $500,000 per year, respectively.

With respect to annual cash bonuses, each NEO will be eligible to receive an annual cash bonus determined as a percentage of his annual base salary. The target percentages for Messrs. Rodriques, Lee and Cobos are 110%, 78%, and 110%, respectively. Effective July 1, 2021, each NEO’s annual bonus for 2021 (other than Mr. Rodriques) will be determined using such target percentages and pro-rated for the remainder of 2021. The remaining portion of each such NEO’s annual bonus for 2021 will be determined based on the bonus arrangement in effect from January 1-June 30, 2021, with the individual performance component deemed to be fully achieved and the company performance component determined based on performance for all of 2021. The NEO’s percentage of achievement of such company performance metrics will be the same for both prorated portions. Under the New Executive Agreements, each NEO will be eligible to participate in the benefit plans and programs of Forge, subject to the terms and conditions of such plans.

The New Executive Agreements further provide that it is expected that the Company will establish an incentive pool equal to 3.5% of the outstanding shares of the Company immediately following the closing of the Business Combination (the “Incentive Pool”), with awards allocated as follows: 25% of the Incentive Pool will be paid in the form of cash bonuses (“Transaction Bonus Pool”) and 75% of the Incentive Pool will be paid in the form of restricted stock units (“Equity Bonus Pool”).

Each of the NEOs will be eligible to receive a one-time cash payment from the Transaction Bonus Pool with Messrs. Rodriques, Lee and Cobos eligible to receive no less than $4,987,500, $2,756,250 and $2,625,000, respectively (each, a “Transaction Bonus”). Each NEO will forfeit such bonuses in exchange for no consideration in the event such NEO’s employment is terminated for any reason prior to the payment of such bonus. That said, the NEO will be eligible to receive the unpaid portion of his cash bonus in the event his employment is terminated without “cause” (as defined in the respective New Executive Agreement) prior to the closing of the Business Combination, subject to such NEO’s execution and non-revocation of a release of claims. Notwithstanding the foregoing, immediately prior to the Business Combination, an applicable portion of each NEO’s Transaction Bonus will be used to reduce an amount necessary to offset certain outstanding promissory notes between the NEO and Forge, as further described below in the section entitled “Interests of Forge’s Directors and Executive Officers in the Merger”. Each of NEOs will also be eligible to receive a grant of restricted stock units from the Equity Bonus Pool with Messrs. Rodriques, Lee and Cobos eligible to receive restricted stock units with grant date values of at least $7,875,000, $3,937,500 and $3,937,500, respectively (each, a “Retention Equity Grant”). Such Retention Equity Grant will vest, subject to the NEO’s employment through the applicable vesting date, as follows: 33.33% of the Retention Equity Grant will vest upon the first anniversary of the closing of the Business Combination (the “First Tranche”); 33.33% of the Retention Equity Grant will vest upon the second anniversary of the closing of the Business Combination (the “Second Tranche”); and 33.33% of the Retention Equity Grant will vest upon the third anniversary of the closing of the Business Combination (the “Third Tranche”) (the “Time-Vesting Schedule”). With respect to the grants made to Messrs. Rodriques, Lee and Cobos, the Retention Equity Grant will become eligible to vest after the expiration of the six-month period following the closing of the Business Combination (the “Lock-Up Period”) as follows: (i) the First Tranche will immediately vest if the Company’s stock price meets or exceeds a price of $12.50 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the First Tranche under the Time-Vesting Schedule, in which case the Second Tranche and Third Tranche will have their time-vesting component accelerated by six months; and (ii) the Second Tranche will immediately vest if the stock price meets or

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exceeds a closing price of $15.00 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the Second Tranche under the Time-Vesting Schedule, in which case the Third Tranche will have its time-vesting component accelerated by an additional six months. The Retention Equity Grant will vest in accordance with such vesting provisions in the event the share price triggers are achieved through the date of a “Sale Event” of the Company (as defined in the 2021 Plan). Each NEO will forfeit such grant in exchange for no consideration in the event the Merger is not consummated or such NEO’s employment is terminated for any reason prior to the grant of such restricted stock units. That said, the NEO will be eligible to receive 20% of the Retention Equity Grant on a fully-vested basis in the event his employment is terminated without “cause” (as defined in the respective New Executive Agreement) prior to the closing of the Business Combination, subject to such NEO’s execution and non-revocation of a release of claims.

Each of the NEOs will also be eligible to receive severance payments and benefits in connection with a termination without “cause” or for “good reason”. In connection with such a termination, an NEO would be eligible to receive the following payments and benefits subject to his execution of a release and subject to not breaching any of his post-employment contractual obligations to Forge: (i) a lump sum payment equal to the sum of 12 months of the NEO’s then-current base salary, any then-unpaid bonus from a prior calendar year, and a pro rata target bonus for the year of termination at target level, (ii) company-paid COBRA premiums for the NEO and his eligible dependents for a period of 12 months following termination, and (iii) accelerated vesting with respect to the time-vesting requirements of 20% of any then unvested equity that had been granted prior to the date of termination (including, if applicable, the Retention Equity Grant). Each of the NEOs will also be eligible to receive enhanced severance payments and benefits if such a qualifying termination of employment occurs within six months prior to or 12 months following a Sale Event. In connection with such a termination, an NEO would be eligible to receive the following payments and benefits subject to his execution of a release and subject to not breaching any of his post-employment contractual obligations to Forge: (i) a lump sum payment equal to the sum of 18 months of the NEO’s then-current base salary, any then-unpaid bonus from a prior calendar year, and a pro rata target bonus for the year of termination at target level, (ii) 100% of all unvested equity that had been granted prior to the date of termination (including, if applicable, the Retention Equity Grant) shall become fully vested and (iii) company-paid COBRA premiums for the NEO and his eligible dependents for a period of 18 months following termination. The occurrence of the closing of the Business Combination will not constitute a Sale Event.

The foregoing description of the New Executive Agreements are not complete and are qualified in their entirety by reference to the complete text of each of the New Executive Agreements, copies of which are attached hereto as Exhibits 10.9-10.11 and are incorporated herein by reference.

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DIRECTOR COMPENSATION

We did not have a formal non-employee director compensation program prior to the Business Combination. Accordingly, during Fiscal Year 2020 no person received cash compensation for his or her services on our board of directors. In connection with the Business Combination, we intend to approve and implement a compensation program that consists of annual retainer fees and long-term equity awards for our non-employee directors. The details of this program have not yet been determined.

2020 Director Compensation Table

The following table presents the total compensation for each person who served as a non-employee director of our board of directors during Fiscal Year 2020. Mr. Rodriques, our Chief Executive Officer, did not receive any additional compensation from Forge for his services on our board of directors as Chairperson. The compensation received by Mr. Rodriques as an NEO is set forth above in “Executive Compensation — 2020 Summary Compensation Table.”


Name	Option Awards ($)⁽¹⁾	Total ($)
Christoph Hansmeyer	—	—
Stephen George	—	—
Sohail Prasad	—	—
Greg Brogger	—	—
Samvit Ramadurgam	—	—
Asiff Hirji	992,680	992,680
Steven McLaughlin	—	—
Peilung Li	—	—

(1)

The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the non-employee director during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 12 of our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock option awards or any sale of the underlying shares of Forge common stock.

Interests of Forge’s Directors and Executive Officers in the Merger

Certain of the Company’s directors and executive officers have certain interests in the Business Combination that may differ from, or be in addition to, the interest of Forge’s stockholders generally. The members of the Board were aware and considered these interests in reaching the determination to approve the Business Combination and declare the Business Combination to be advisable, fair to, and in the best interest of, Forge and its stockholders, and in recommending that Forge’s shareholders vote for the adoption of the Business Combination. These interests include, among other things, the interest listed below.

●

Treatment of Forge Equity Awards in the Business Combination. Under the Merger Agreement, all outstanding stock options granted by Forge prior to the closing of the Business Combination will be converted to options for shares of Motive that will be subject to the same terms and conditions as were in effect prior to the closing of the Business Combination. See section entitled “____”.

The amounts listed in the table below represent the number of stock options and/or RSUs to be held by each executive officer and director of Forge immediately following the consummation of the Business Combination. Stock Options are stated as total outstanding stock options with the estimated intrinsic value of each individual award multiplied by the difference between (i) the $10.00 fair value of a share of Motive’s common stock under the Merger Agreement, and (ii) the stock option exercise price. Additionally, RSUs are

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stated as total outstanding RSUs with the estimated intrinsic value of each executive officer’s and director’s RSUs calculated as to the total outstanding RSUs multiplied by the $10.00 fair value of a share of Motive’s common stock under the Merger Agreement.


Name	Options	RSUs	Intrinsic Value ($)
Kelly Rodriques
Jose Cobos
Mark Lee

●

Transaction Bonuses and Promissory Notes. Pursuant to the New Executive Agreement, certain executive officers are entitled to receive a one-time cash Transaction Bonus to be paid as soon as practicable following the Business Combination, and subject to continued employment through the date of payment in the amounts listed below. For additional information on such Transaction Bonuses, please see the section entitled “New Employment Agreements” above.

●

Kelly Rodriques. $4,987,500.

●

Mark Lee. $2,756,250.

●

Jose Cobos. $2,625,000.

Notwithstanding the foregoing, immediately prior to the Business Combination, Messrs. Rodriques, Lee, and Cobos will have an applicable portion of their respective Transaction Bonuses used to offset certain outstanding promissory notes between the NEO and Forge. Based on the amount of accrued interest as of September 30, 2021, the outstanding amount of the promissory notes for each NEO is set forth below:

●

Kelly Rodriques. $3,917,081.25.

●

Mark Lee. $953,406.82.

●

Jose Cobos. $555,501.11.

●

Kelly Performance-Based Option. On May 11, 2021, Forge granted Mr. Rodriques an option to purchase 1,000,000 shares of the Company’s Class AA common stock with a pre-conversion exercise price of $12.4168 (“Performance Option”). Upon a “Corporate Transaction,” and provided Mr. Rodriques is then serving as Chief Executive Officer of Forge, the Performance Option shall vest upon “Exit Proceeds” and internal rate of return (“IRR”) hurdles, in each case, achieved by the Company’s Series B-1 Preferred Stock in connection with such Corporation Transaction, where (i) approximately 1/3 of the Performance Option shall vest upon Exit Proceeds of $31.0420 per share and an IRR of at least 20%; (ii) approximately 1/3 of the Performance Option shall vest upon Exit Proceeds of $46.5630 per share and an IRR of at least 30%; and (iii) approximately 1/3 of the Performance Option shall vest upon Exit Proceeds of $62.0840 per share and an IRR of at least 35%. For purposes herein: “Exit Proceeds” includes the cash and marketable securities received by the Series B-1 Preferred Stock holders per share (on a pre-conversion basis); a “Corporate Transaction” has the meaning set forth in the 2018 Plan and, in addition, includes certain secondary sales or an initial public offering, which includes any “de-SPAC” transaction, such as the Business Combination (any such initial public offering or de-SPAC transaction, an “IPO”). Moreover, in the event of a Corporate Transaction that is also an IPO (including the Business Combination), the Exit Proceeds and IRR hurdles shall be measured on the basis of the closing price average for any trailing 20 trading-day period (the “Measurement Period”) that occurs following such IPO, provided that if the holders of the Company’s Series B-1 Preferred Stock are subject to a lockup period following such IPO, the Measurement Period will not begin until such lockup period terminates. For the avoidance of doubt, in connection with the Business Combination, the number of shares, exercise price, and the applicable hurdles applicable to the Performance Option shall each be adjusted to reflect the conversion of Forge shares into Company shares.

Retention Equity Grants. Pursuant to the New Employment Agreements, and subject to the effectiveness of New Forge’s Form S-8 registration statement and executive’s continued employment through the applicable grant date, each of our NEOs will be eligible to receive a grant of restricted stock units from the Equity Bonus Pool with Messrs. Rodriques, Lee and Cobos eligible to receive Retention Equity Grants (each, as defined in the New Employment Agreements), with grant date values of at least $7,875,000, $3,937,500 and $3,937,500, respectively. Such Retention Equity Grant will vest, subject to the NEO’s employment through the applicable vesting date, as follows: 33.33% of the Retention Equity Grant will vest upon the

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first anniversary of the closing of the Business Combination (the “First Tranche”); 33.33% of the Retention Equity Grant will vest upon the second anniversary of the closing of the Business Combination (the “Second Tranche”); and 33.33% of the Retention Equity Grant will vest upon the third anniversary of the closing of the Business Combination (the “Third Tranche”) (the “Time-Vesting Schedule”). With respect to the grants made to Messrs. Rodriques, Lee and Cobos, the Retention Equity Grant will become eligible to vest after the expiration of the six-month period following the closing of the Business Combination (the “Lock-Up Period”) as follows: (i) the First Tranche will immediately vest if the Company’s stock price meets or exceeds a price of $12.50 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the First Tranche under the Time-Vesting Schedule, in which case the Second Tranche and Third Tranche will have their time-vesting component accelerated by six months; and (ii) the Second Tranche will immediately vest if the stock price meets or exceeds a closing price of $15.00 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the Second Tranche under the Time-Vesting Schedule, in which case the Third Tranche will have its time-vesting component accelerated by an additional six months. The Retention Equity Grant will vest in accordance with such vesting provisions in the event the share price triggers are achieved through the date of a “change of control” of the Company (as defined in the 2021 Plan). Each NEO will forfeit such grant in exchange for no consideration in the event the Merger is not consummated or such NEO’s employment is terminated for any reason prior to the grant of such restricted stock units. That said, the NEO will be eligible to receive 20% of the Retention Equity Grant on a fully-vested basis in the event his employment is terminated without “cause” (as defined in the respective New Executive Agreement) prior to the closing of the Business Combination, subject to such NEO’s execution and non-revocation of a release of claims.

●

Director Compensation. Following the Business Combination, New Forge intends to adopt a non-employee director compensation policy. At the time of this prospectus, no amounts of compensation in any form have been determined for directors in connection with such policy. We intend that the director compensation policy will provide compensation in the form of cash, equity or a combination of both.

●

2021 Plan. Effective upon the completion of the Business Combination and in connection with the implementation of the 2021 Plan, we intend to grant awards of restricted stock units under the 2021 Plan to certain executive officers of our outstanding capital stock following the Business Combination.

The Company’s directors and executive officers also have the right to indemnification and insurance coverage following the Business Combination. Please see section entitled “Limitations on Liability and Indemnification of Officers and Directors”.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW FORGE

The following table sets forth information regarding (i) unless otherwise indicated in the footnotes below, the actual beneficial ownership of Motive Ordinary Shares as of (the “Ownership Date”), which is prior to the Domestication and consummation of the transactions contemplated by the Merger Agreement (“pre-business combination”) and (ii) expected beneficial ownership of Domestication Common Stock immediately following the consummation of the Domestication, Merger and the other transactions contemplated by the Merger Agreement (“post-business combination”), assuming that (x) no Motive Class A Shares are redeemed and (y) all Motive Class A Shares are redeemed by:

●

each person who is, or is expected to be, the beneficial owner of more than 5% of issued and outstanding Motive Ordinary Shares or of Domestication Common Stock;

●

each of our current executive officers and directors;

●

each person who will (or is expected to) become an executive officer or director of New Forge following the consummation of the Merger; and

●

all executive officers and directors of Motive as a group pre-business combination and all executive officers and directors of New Forge post-business combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The following table does not reflect record of beneficial ownership of any Domestication Common Stock issuable upon exercise of Domestication Public Warrants or Domestication Private Warrants, as such securities are not exercisable or convertible within 60 days of the Ownership Date.

The beneficial ownership of Motive Ordinary Shares pre-business combination is based on 41.4 million outstanding Motive Ordinary Shares (including 31.05 million Motive Class A Shares and 10.35 million Motive Class B Shares) issued and outstanding as of the Ownership Date. The ownership percentages listed below do not include any such shares of Domestication Common Stock that may be issued after the Ownership Date.

The expected beneficial ownership of shares of Domestication Common Stock post-business combination in the “No Redemptions” column in the table below has been determined based upon the following additional assumptions: (i) no holders of Motive Class A Shares exercise their redemption rights and (ii) the Cash Merger Consideration is $100 million.

The expected beneficial ownership of shares of Domestication Common Stock post-business combination in the “Maximum Possible Redemption” column in the table below assumes that all Motive Class A Shares are redeemed and the $68.5 million received

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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.


							After the Business Combination
	Before the Business Combination						No Redemption			Maximum Possible Redemption
Name and Address of Beneficial Owner	Number of shares of Motive Class A Stock	%		Number of shares of Motive Class B Stock	%		Number of shares of Domestication Common Stock	%		Number of shares of Domestication Common Stock	%
Directors and Executive Officers of Motive:
Rob Heyvaert⁽¹⁾	—	—		—	—		—	—		—	—
Blythe Masters⁽¹⁾	—	—		—	—		—	—		—	—
Kristy Trieste⁽¹⁾	—	—		—	—		—	—		—	—
Jill M. Considine⁽¹⁾	—	—		—	—		—	—		—	—
Stephen C. Daffron⁽¹⁾	—	—		—	—		—	—		—	—
Dina Dublon⁽¹⁾	—	—		—	—		—	—		—	—
Paula Madoff⁽¹⁾	—	—		—	—		—	—		—	—
All Directors and Executive Officers as a Group (7 Individuals)	—	—		—	—		—	—		—	—
Directors and Executive Officers of New Forge
Blythe Masters (1)
Ashwin Kumar
Kelly Rodriques	—	—		—	—				%			%
Mark Lee	—	—		—	—				%			%
Jose Cobos	—	—		—	—				%			%
Stephen George	—	—		—	—				%			%
Christoph Hansmeyer	—	—		—	—				%			%
Kim Vogel	—	—		—	—				%			%
Steven McLaughlin	—	—		—	—				%			%
All Directors and Executive Officers of New Forge as a Group (Individuals)
Five Percent Holders:
Aristeia Capital, L.L.C.⁽²⁾	2,250,000	5.4	%	—	5.4	%						%
Motive Capital Funds Sponsor, LLC⁽³⁾	—	—		10,230,000	98.8	%						%
Paul Luc Robert Hayvaert⁽³⁾	—	—		10,230,000	98.8	%						%
Deutsche Borse AG

(1)	Does not include any shares indirectly owned by this individual as a result of the individual’s membership interest in our Sponsor. Each of these individuals disclaims beneficial ownership of any shares except to the extent of their pecuniary interest therein.

(2)

Based on the Schedule 13G filed with the SEC on February 16, 2020 by Aristeia Capital, L.L.C. According to its Schedule 13G, Aristeia Capital reported having sole voting power over 2,250,000 Class A Ordinary Shares, shared voting power over no shares, sole dispositive power over 2,250,000 Class A Ordinary Shares and shared dispositive power over no shares. The Schedule 13G contained information as of December 31, 2020. The address of Aristeia Capital is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.

(3)

Motive Capital Funds Sponsor, LLC, Motive’s sponsor, is the record holder of such shares. The manager of the Sponsor is Motive Partners GP, LLC (“Manager”). The sole member of the Manager is Rob Exploration, LLC (“Exploration”) where Paul Luc Robert Heyvaert is the sole member. Each of Manager, Exploration and Paul Luc Robert Heyvaert may be deemed to have beneficial ownership of the shares.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Related Person Transactions — Forge

Registration Rights Agreement

Certain Forge stockholders will enter into the Amended and Restated Registration Rights Agreement pursuant to which, among other things, such stockholders will be granted certain customary registration rights, including demand and piggy-back rights, which shall become effective at the Closing. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Amended and Restated Registration Rights Agreement”.

Forge Shareholder Support Agreements

Concurrently with the execution of the Merger Agreement, Motive, Forge, and the Supporting Forge Shareholders entered into Support Agreements, pursuant to which each of the Supporting Forge Shareholders has agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Business Combination). See the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Forge Shareholder Support Agreements”.

Indemnification Agreements

We intend to enter into indemnification agreements with New Forge’s directors and executive officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws will require us to indemnify our directors and executive officers to the fullest extent permitted by law.

Related Party Loans

In October 2019, the Company issued convertible notes to investors, of which $2.4 million was received from certain directors and employees of Forge. As of December 31, 2020, the Company had a $2.4 million related party balance on convertible notes outstanding. The notes were fully repaid in January 2021.

FT Partners

Financial Technology Partners LP (“FTP”) a shareholder of Forge serves as financial and strategic advisor to Forge. During the nine months ended September 30, 2021 and 2020, Forge incurred approximately $4.9 million and $1.0 million in advisory fees to FTP. Steve McLaughlin is the CEO and founder of FTP and has served as a director of Forge during the aforementioned time periods.

New Executive Agreements, Transaction Bonuses and Retention Equity Grants and Loan Forgiveness

Concurrent with the execution of the Merger Agreement, Forge executed employment agreements with each of Kelly Rodriques, Mark Lee, and Jose Cobos (the “New Executive Agreements”). Upon the Closing, New Forge will assume by operation of law the rights and obligations of Forge under each of the New Executive Agreements. In connection with the Closing, each of the executive officers will be eligible to receive a Transaction Bonus and Retention Equity Grant as set forth in the New Executive Agreements. Additionally, immediately prior to the Business Combination, certain executive officers are entitled to the forgiveness of certain outstanding promissory notes between the executive and Forge. See the section entitled “Forge Director and Executive Compensation” for further information.

Related Person Transactions Policy Following the Business Combination

Upon consummation of the Business Combination, it is anticipated that the New Forge Board of Directors will adopt a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

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A “Related Person Transaction” is a transaction, arrangement or relationship in which New Forge or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

●

any person who is, or at any time during the applicable period was, one of New Forge’s executive officers or a member of New Forge’s Board of Directors;

●

any person who is known by New Forge to be the beneficial owner of more than five percent (5%) of our voting stock;

●

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of our voting stock; and

●

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10 percent (10%) or greater beneficial ownership interest.

It is also anticipated that New Forge will have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, the audit committee will have the responsibility to review related person transactions.

Certain Relationships and Related Person Transactions — Motive

Founder Shares

On October 2, 2020, the Sponsor paid $25,000 to cover certain of our offering and formation costs in consideration for 11,500,000 Founder Shares. On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which we canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 Founder Shares to each of the independent directors. On December 10, 2020, we issued a dividend of 1,725,000 Motive Class B Shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation.

The Founder Shares included an aggregate of up to 1,350,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of our issued and outstanding ordinary shares after the Proposed Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 1,350,000 Founder Shares are no longer subject to forfeiture.

The Sponsor had agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the closing price of Motive Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Motive Class A Shares for cash, securities or other property. These transfer restrictions with respect to the Sponsor have been supplanted by the restrictions in the Sponsor Support Agreement. For more information regarding the Sponsor Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Sponsor Support Agreement”.

Private Placement Units

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Motive Private Warrants at a price of $1.50 per Motive Private Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Motive Private Warrant is exercisable to purchase one Motive Class A Share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Motive Private Warrants were added to the proceeds from the Initial Public Offering held in the trust account. If we do not complete a Business Combination within the combination period, the proceeds from the sale of the Motive Private Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Motive Private Warrants will expire worthless.

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Related Party Loans

In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, we had no outstanding borrowings under the Working Capital Loans.

Promissory Note — Related Party

On October 1, 2020, we issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. We borrowed an aggregate of approximately $130,000 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020.

Administrative Support Agreement

We entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay our Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid.

Registration and Shareholder Rights

Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Motive Private Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Motive Class A Shares issuable upon the exercise of the Motive Private Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the Merger Agreement, the registration and shareholder rights agreement will be amended and restated, and will provide additional registration rights for Forge. For more information regarding the A&R Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Amended and Restated Registration Rights Agreement”.

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. 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”). For more information regarding the Sponsor Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Sponsor Support Agreement”.

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Forward Purchase Agreement; A&R FPA

The Company entered into a forward purchase agreement to which the Motive Funds will purchase an aggregate of up to 14,000,000 Motive Units, consisting of one Motive Class A Share and one-third of one Motive Public Warrant to purchase one Motive Class A Share for $10.00 per unit, or up to $140,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by their investment committees. The forward purchase agreement was amended and restated by the A&R FPA, entered into on September 13, 2021, which, as so amended and restated, provides that the purchasers under the A&R FPA will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, and up to an additional 9,000,000 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, such purchasers will in no event be required to purchase more than an aggregate amount of up to 14,000,000 Forward Purchase Units. For more information regarding the A&R FPA, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — A&R FPA” and Annex F.

Policies and Procedures for Motive’s Related Party Transactions

The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that Motive has already committed to, the business purpose of the transaction, and the benefits of the transaction to Motive and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

Description of Motive’s Board and Board Committees

Motive’s board of directors consists of seven directors.

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Our audit committee, our nominating and corporate governance committee and our compensation committee is composed solely of independent directors. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below. The charter of each committee is available at https://motivecapitalcorp.com/investor-relations/default.aspx.

Audit Committee

Dina Dublon, Jill M. Considine and Paula Madoff serve as members of the audit committee and Dina Dublon serves as chair of the audit committee. The Board determined that Dina Dublon, Jill M. Considine and Paula Madoff are independent within the meaning of NYSE listing standards and SEC rules applicable to audit committee members.

Each of Dina Dublon, Jill M. Considine and Paula Madoff is financially literate and our board of directors has determined that Dina Dublon qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Dina Dublon, Jill M. Considine and Paula Madoff serve as members of the compensation committee and Paula Madoff serves as chair of the compensation committee. The Board determined that Dina Dublon, Jill M. Considine and Paula Madoff are independent within the meaning of NYSE listing standards applicable to compensation committee members.

We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement; and

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

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Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Dina Dublon, Jill M. Considine and Paula Madoff. Jill M. Considine serves as chair of the nominating and corporate governance committee. The Board determined that Dina Dublon, Jill M. Considine and Paula Madoff are independent within the meaning of NYSE director independence standards.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Number and Terms of Office of Motive’s Officers and Directors

Our board of directors consists of seven members. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year-end following our listing on NYSE. The term of office of the first class of directors, consisting of Rob Heyvaert, Blythe Masters and Kristy Trieste, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Dina Dublon and Jill M. Considine, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Stephen C. Daffron and Paula Madoff, will expire at the third annual general meeting.

Only holders of Motive Class B Shares will have the right to vote for the election of directors in any general meeting held prior to or in connection with the completion of our initial business combination, which directors will be proposed by Motive’s board of directors following a nomination by the nominating and corporate governance committee. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Motive Class B Shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

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Motive’s Director Nominations

Pursuant to the Merger Agreement, Motive is entitled to designate two director nominees to serve on the board of directors of New Forge, which nominees shall initially be Blythe Masters and Ashwin Kumar, each of whom shall be designated as a Class III director.

Pursuant to the Cayman Constitutional Documents, only holders of Motive Class B Shares are entitled to vote on director nominees. Currently, the Sponsor is the sole holder of Motive Class B Shares.

Motive’s Compensation Committee Interlocks and Insider Participation

None of Motive’s executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Motive’s Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. Our Code of Ethics is posted on our website located at www.motivecapitalcorp.com. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website.

Motive’s Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in the best interests of Motive as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not improperly fetter the exercise of future discretion;

duty to exercise powers fairly as between different sections of shareholders;

duty not to put themselves in a position in which there is a conflict between their duty to Motive and their personal interests; and

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to Motive and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then- current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties

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under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce 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 any director or officer, on the one hand, and us, on the other.

Below is a table summarizing the Motive Partners-related and other entities to which our officers and directors currently have fiduciary duties or contractual obligations:


Name	Entity/Organization	Entity’s Business	Affiliation
Rob Heyvaert	Motive Partners	Private Equity Investment	Managing Partner
Blythe Masters	Motive Partners	Private Equity Investment	Industry Partner
	Credit Suisse Group AG	Banking and Financial Services	Member of Board of Directors
	GCM Grosvenor	Investment and Financial Services	Member of Board of Directors
	A.P. Møller Maersk	Integrated Container Logistics	Member of Board of Directors
	Santander Group	Banking and Financial Services	Member of International Advisory Board
	Santander — Open Digital Services	Banking and Financial Services	Member of Board of Directors
	Figure Technologies	Financial Services and Technology	Member of Advisory Board
	Maxex	Financial Services and Technology	Member of Advisory Board
Kristy Trieste	Motive Partners	Private Equity Investment	Founder and Chief Financial Officer
Jill M. Considine	Mizuho Americas LLC	Financial Services	Member of Board of Directors
	Mizuho Securities USA	Financial Services	Member of Board of Directors
	Mizuho Bank (USA)	Financial Services	Member of Board of Directors
Stephen C. Daffron	Motive Partners	Private Equity Investment	Industry Partner
	E2Open	Financial Services and Technology	Member of Board of Directors
	QOMPLX	Risk Management	Member of Board of Directors
Dina Dublon	Pepsico	Food and Beverage	Member of Board of Directors
	T Rowe Price Group	Financial Services	Member of Board of Directors
	Ernst & Young	Financial Services	Member — Independent Audit Quality Committee
Paula Madoff	Power Corp of Canada	Financial Services	Member of Board of Directors
	Great - West Lifeco	Financial Services	Member of Board of Directors
	Tradeweb	Financial Services Software	Member of Board of Directors
	KKR Real Estate Finance Trust	Financial Services	Member of Board of Directors
	Beacon	Financial Services Software	Member of Board of Directors
	ICE Benchmark Administration	Financial Services Software	Member of Board of Directors; Chair of the ICE LIBOR Oversight Committee

Potential investors should also be aware of the following other potential conflicts of interest:

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Our initial shareholders purchased Founder Shares and Motive Private Warrants at the time of Initial Public Offering. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive

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their redemption rights with respect to their Founder Shares and public shares in connection with the completion of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the Motive Private Warrants will expire worthless. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Motive Class A Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Motive Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup.

We entered into a Forward Purchase Agreement with certain Motive investment funds that are managed by an affiliate of Motive (at the time of the Initial Public Offering, and subsequently amended the agreement on September 13, 2021, to issue between five million and 14 million (depending on how many holders of Motive Class A Shares exercise their redemption rights) Forward Purchase Units Sub substantially concurrent with the consummation of the Business Combination.

We agreed to enter into an A&R Registration Rights Agreement with the Sponsor and certain Motive and Forge shareholders concurrent with the Closing providing for certain registration rights for Domestication Common Stock, Domestication Private Warrants and Domestication Public Warrants held by such parties.

Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

In no event will the Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

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Motive’s Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated memorandum and articles of association 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. We obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We have also entered into indemnity agreements with them.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDERS’/STOCKHOLDERS’ RIGHTS

Motive is an exempted company incorporated under the Cayman Islands Companies Act. The Companies Act and the Cayman Constitutional Documents govern the rights of its shareholders. The Companies Act differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the Cayman Constitutional Documents will differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of New Forge, your rights will differ in some regards as compared to when you were a shareholder of Motive.

Below is a summary chart outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of Motive and New Forge according to applicable law or the organizational or constitutional documents of Motive and New Forge. For specific material amendments to the provisions of the Cayman Constitutional Documents, as will be adopted via the Proposed Charter, please see the sections entitled “Proposal No. 3 — Non-Binding Organizational Documents Proposals” and “Proposal No. 4 — Binding Charter Proposals”.

This summary is qualified by reference to the Companies Act and the DGCL and to the complete text of the Cayman Constitutional Documents, Proposed Charter and Proposed Bylaws, copies of which are attached to this proxy statement/prospectus as Annex L, Annex B and Annex C, respectively. All Motive Shareholders are encouraged to read the Proposed Organizational Documents and Cayman Constitutional Documents in their entirety for a more complete description of its terms.

Cayman Islands

Delaware

Stockholder / Shareholder Approval of Business Combinations

Merger require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All Merger (other than parent/subsidiary Merger) require shareholder approval — there is no exception for smaller Merger. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.

The Cayman Constitutional Documents require an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the issued and outstanding Motive Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting to approve the Business Combination Proposal.

Merger generally require approval of a majority of all outstanding shares. Merger in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Merger in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.

The Proposed Organizational Documents are consistent with the DGCL and do not modify DGCL voting requirements.

Stockholder / Shareholder Votes for Routine Matters

Under the Companies Act, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so).

The Cayman Constitutional Documents are consistent with this requirement.

Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

The Proposed Organizational Documents are consistent with the DGCL and do not modify DGCL voting requirements.

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	Cayman Islands	Delaware
Appraisal Rights	Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. The Cayman Constitutional Documents do not expand upon or otherwise limit statutorily provided appraisal rights. There are no appraisal rights of shareholders in connection with the proposed Business Combination.	Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. The Proposed Organizational Documents do not expand upon or otherwise limit statutorily provided appraisal rights.
Inspection of Books and Records	Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. The Cayman Constitutional Documents do not provided inspection rights.	Any stockholder may inspect the corporation’s books and records for a “proper purpose” during the usual hours for business, as limited by Section 220 of the DGCL. The Proposed Organizational Documents do not expand upon or otherwise limit statutorily provided rights.
Stockholder / Shareholder Lawsuits	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. The Cayman Constitutional Documents do not expand upon or otherwise limit statutorily provided rights.	A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Proposal No. 3B). The Proposed Organizational Documents do not expand upon or otherwise limit statutorily provided rights.
Fiduciary Duties of Directors	A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors of Motive owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances. The Cayman Constitutional Documents provide for an explicit waiver of corporate opportunities with respect to its directors and officers.	Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. The Proposed Organizational Documents, as described in Proposal No. 3G provide for an explicit waiver of corporate opportunities with respect to non-employee directors and their affiliates.
Indemnification of Directors and Officers	A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. The Cayman Constitutional Documents provide that our current and former officers and directors will be indemnified by us for any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default.	A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. The Proposed Organizational Documents will provide for the indemnification of current and former officers and directors of New Forge to the fullest extent permitted by Delaware law.

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Cayman Islands

Delaware

Limited Liability of Directors

Liability of directors may be unlimited, except with regard to their own fraud or willful default.

The Cayman Constitutional Documents provide that our current and former officers and directors will be liable to Motive for any loss or damage incurred by Motive as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, willful neglect or willful default of such officer or director.

Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.

The Proposed Organizational Documents will limit the liability of current and former officers and directors of New Forge to the fullest extent permitted by Delaware law.

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DESCRIPTION OF NEW FORGE CAPITAL STOCK

As a result of the Business Combination, Motive shareholders who receive shares of Domestication Common Stock in connection with the Business Combination will become stockholders of New Forge. Your rights as New Forge stockholders will be governed by Delaware law and New Forge’s Proposed Charter and Proposed Bylaws. The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the applicable provisions of Delaware law and New Forge’s Proposed Charter and Proposed Bylaws carefully and in their entirety because they describe your rights as a holder of shares of Domestication Common Stock. In this section “we” refers to “New Forge.”

Authorized and Outstanding Stock

The Proposed Charter authorizes the issuance of shares of capital stock, consisting of (i) shares of common stock, par value $0.0001 per share and (ii) shares of preferred stock, par value $0.0001 per share. The outstanding shares of our Domestication Common Stock are, and the shares of Domestication Common Stock of New Forge issuable in connection with the Business Combination pursuant to the Merger Agreement will be, duly authorized, validly issued, fully paid and non-assessable. As of the record date for the Extraordinary Meeting, there were Motive Units outstanding held of record by holders, separately traded Motive Class A Shares held of record by holders, separately traded Motive Public Warrants held of record by holders, 10,350,000 Motive Class B Shares held of record by holders, and 7,386,667 Motive Private Warrants held of record by holders. Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

Common Stock

The Proposed Charter provides that the Domestication Common Stock will have identical par value and participation rights to current Motive A Common Stock. Motive Class B Shares will convert on a one-to-one basis into Domestication Common Stock, with identical par value and participation rights to current Motive Class A Shares.

Preferred Stock

The Proposed Charter provides that shares of preferred stock may be issued from time to time in one or more series. The board of directors of the post-combination company will be authorized to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The New Forge board is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Domestication Common Stock and could have anti-takeover effects. The ability of the New Forge board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

As a result of and upon the effective time of the Domestication, each then issued and outstanding Motive Public Warrant will automatically convert into a Domestication Public Warrant and each then issued and outstanding Motive Private Warrant will automatically convert into a Domestication Private Warrant. In this section, we refer to the Domestication Public Warrants as public warrants and Domestication Private Warrants as private placement warrants. Except as described below, the private placement warrants are identical in all material respects to the public warrants.

Domestication Public Warrants

Each whole warrant entitles the registered holder to purchase one share of Domestication Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of Motive’s initial public offering and 30 days after the completion of its initial business combination, provided, in each case, that we have an effective registration statement under the Securities Act covering the shares of Domestication Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Domestication Common Stock. This means only a whole warrant may be

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exercised at a given time by a warrant holder. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We are not obligated to deliver any shares of Domestication Common Stock pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Domestication Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of Domestication Common Stock upon exercise of a warrant unless the share of Domestication Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Domestication Common Stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Domestication Common Stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Domestication Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our shares of Domestication Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of Domestication Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Domestication Common Stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the volume-weighted average price of the shares of Domestication Common Stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of Warrants When the Price per Share Equals or Exceeds $18.00

Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

●

if, and only if, the last reported sale price of the shares of Domestication Common Stock for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption 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).

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Domestication Common Stock issuable upon exercise

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of the warrants is effective and a current prospectus relating to those shares of Domestication Common Stock is available throughout the 30-day redemption period.

We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the shares of Domestication Common Stock may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Redemption of Warrants When the Price per Share Equals or Exceeds $10.00

Once the warrants become exercisable, we may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our shares of Domestication Common Stock (as defined below);

●

if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and

●

if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The numbers in the table below represent the number of shares of Domestication Common Stock that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our shares of Domestication Common Stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume-weighted average price of our shares of Domestication Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of the warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a result of raising capital in connection with the initial business combination, the adjusted share prices in the

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column headings will by multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00.


	Fair Market Value of Common Stock
Redemption Date (period to expiration of warrants)	≤$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	$18.00≥
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Domestication Common Stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366 day year, as applicable. For example, if the volume-weighted average price of our shares of Domestication Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of Domestication Common Stock for each whole warrant.

For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price of our shares of Domestication Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of Domestication Common Stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Domestication Common Stock per warrant (subject to adjustment).

This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of Domestication Common Stock are trading at or above $10.00 per share, which may be at a time when the trading price of our shares of Domestication Common Stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “Redemption of Warrants When the Price per Share Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the prospectus for Motive’s initial public offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders. As stated above, we can redeem the warrants when the shares of Domestication Common Stock are

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trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of Domestication Common Stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Domestication Common Stock than they would have received if they had chosen to wait to exercise their warrants for shares of Domestication Common Stock if and when such shares of Domestication Common Stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of Domestication Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Domestication Common Stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of Domestication Common Stock pursuant to the warrant agreement, the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the shares of Domestication Common Stock, New Forge will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. If the shares of Domestication Common Stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which case the number of shares of Domestication Common Stock that the holders of warrants will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 shares of Domestication Common Stock per warrant (subject to adjustment).

Redemption Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of Domestication Common Stock outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments. If the number of outstanding shares of Domestication Common Stock is increased by a share capitalization payable in shares of Domestication Common Stock, or by a split-up of shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of shares of Domestication Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares. A rights offering made to all or substantially all holders of shares entitling holders to purchase shares of Domestication Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a share capitalization of a number of shares of Domestication Common Stock equal to the product of (i) the number of shares of Domestication Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Domestication Common Stock) and (ii) one minus the quotient of (x) the price per share of Domestication Common Stock paid in such rights offering and (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of Domestication Common Stock, in determining the price payable for shares of Domestication Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume - weighted average price of shares of Domestication Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Domestication Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all the holders of shares of Domestication Common Stock on account of such shares of Domestication Common Stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of shares of Domestication Common Stock in connection with a proposed initial business combination, or (d) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Domestication Common Stock in respect of such event.

If the number of outstanding shares of Domestication Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of shares of Domestication Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Domestication Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Domestication Common Stock.

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Whenever the number of shares of Domestication Common Stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Domestication Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Domestication Common Stock so purchasable immediately thereafter.

In addition, if (x) we issue additional shares of Domestication Common Stock or equity-linked securities for capital raising purposes (not including any forward purchase securities) in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Domestication Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our shares of Domestication Common Stock during the 10 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of Warrants When the Price per Share Equals or Exceeds $10.00” and “Redemption of Warrants When the Price per Share Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

In case of any reclassification or reorganization of the outstanding shares of Domestication Common Stock (other than those described above or that solely affects the par value of such shares of Domestication Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding shares of Domestication Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of Domestication Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Domestication Common Stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of shares of Domestication Common Stock in such a transaction is payable in the form of shares of Domestication Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake or defective provision (ii) amending the provisions relating to cash dividends on shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of the public warrants and the approval of holders of at least 50% of the private warrants is required to make any change that adversely affects the interests of the holders of the private warrants. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares and any voting rights until they exercise their warrants and receive shares of Domestication Common Stock. After the issuance of shares of Domestication Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

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No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number, the number of shares of Domestication Common Stock to be issued to the warrant holder. We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum. In addition, the warrant agreement provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder.

Domestication Private Warrants

The private placement warrants (including the shares of Domestication Common Stock issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor) and they will not be redeemable by us (except as described under “Redemption of Warrants When the Price per Share Equals or Exceeds $10.00”) so long as they are held by our Sponsor, members of our Sponsor or their permitted transferees. The Sponsor or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to the public warrants. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants.

Except as described under “Redemption of Warrants When the Price per Share Equals or Exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Domestication Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Domestication Common Stock underlying the warrants, multiplied by the excess of the “sponsor fair market value” of our shares of Domestication Common Stock (defined below) over the exercise price of the warrants by (y) the fair market value. For these purposes, the “sponsor fair market value” will mean the average reported closing price of the shares of Domestication Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the shares of Domestication Common Stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

Forward Purchase Securities

The Company entered into a forward purchase agreement to which the Motive Fund Vehicles agreed to purchase an aggregate of up to 14,000,000 units, each consisting of one Motive Class A Share and one-third of one Motive Public Warrant to purchase one Motive Class A Share for $10.00 per unit, or up to $140,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by their investment committees. The forward purchase agreement was amended and restated by the A&R FPA, entered into on September 13, 2021, which, as so amended and restated, provides that the purchasers under the A&R FPA will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, and up to an additional 9,000,000 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.

Units

Each Motive Unit consists of one Motive Class A Share and one-third of one Motive Public Warrant, each as detailed above. Upon consummation of the Domestication, Motive Units will automatically separate into their respective Domestication Common Stock and Domestication Public Warrants.

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Dividends

Under the Proposed Charter, holders of Domestication Common Stock are entitled to receive ratable dividends, if any, as may be declared from time-to-time by our Board out of legally available assets or funds. There are no current plans to pay cash dividends on Domestication Common Stock for the foreseeable future.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, under the current certificate of incorporation and the Proposed Charter, the holders of Domestication Common Stock possess or will possess, as applicable, all voting power for the election of our directors and all other matters requiring stockholder action and are entitled or will be entitled, as applicable, to one vote per share on matters to be voted on by stockholders. Subject to certain limited exceptions, the holders of Domestication Common Stock shall at all times vote together as one class on all matters submitted to a vote of the holders of Domestication Common Stock under the Proposed Charter.

Preemptive or Other Rights

The Proposed Charter does not provide for any preemptive or other similar rights.

Election of Directors

Our Board currently consists of six (6) directors.

Following the completion of the Business Combination, the structure of the Board will be increased to nine directors, as discussed in greater detail in “Proposal No. 3 — The Binding Organizational Documents Proposal” and “Management After the Business Combination.” Under the terms of the Proposed Charter, upon the effectiveness thereof, the Board will be divided into three classes designated as Class I, Class II and Class III. Class I directors will initially serve for a term expiring at the first annual meeting of stockholders following the Closing Date. Class II and Class III directors will initially serve for a term expiring at the second and third annual meeting of stockholders following the Closing Date, respectively. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting of the stockholders. There will be no limit on the number of terms a director may serve on the board of directors of Motive.

Under the Proposed Charter, directors are elected by a plurality voting standard, whereby each of our stockholders may not give more than one vote per share towards any one director nominee. There are no cumulative voting rights.

Annual Stockholder Meetings

New Forge will provide that annual stockholder meetings will be held at a date, time and place, if any, as exclusively selected by New Forge’s board of directors. To the extent permitted under applicable law, New Forge may conduct meetings by means of remote communication.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, New Forge’s stockholders have appraisal rights in connection with a merger or consolidation of New Forge. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of New Forge’s stockholders may bring an action in New Forge’s name to procure a judgment in New Forge’s favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of New Forge’s shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

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Limitations on Liability and Indemnification of Officers and Directors

The Cayman Constitutional Documents provide that our current and former officers and directors will be indemnified by us for any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. No such officer or director is be liable to Motive for any loss or damage incurred by Motive as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, willful neglect or willful default of such officer or director. Motive has further agreed to advance reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such officer or director for which indemnity will or could be sought. The Proposed Charter and Proposed Bylaws will provide for the indemnification of current and former officers and directors of New Forge to the fullest extent permitted by Delaware law.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our current certificate of incorporation. The Cayman Constitutional Documents also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions.

We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. In connection with the Closing, Motive will purchase a tail policy with respect to liability coverage for the benefit of our current officers and directors on the same or substantially similar terms of our existing policy. Pursuant to the Merger Agreement, New Forge will maintain such tail policy for a period of no less than six years following the Closing.

These provisions may discourage current shareholders and future stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders and stockholders. Furthermore, a shareholder’s or stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Certain Anti-Takeover Provisions of Delaware Law; New Forge’s Certificate of Incorporation and Bylaws

New Forge’s Proposed Charter and Proposed Bylaws will contain and the DGCL contains provisions, as summarized in the following paragraphs that are intended to enhance the likelihood of continuity and stability in the composition of New Forge’s board of directors. These provisions are intended to avoid costly takeover battles, reduce New Forge’s vulnerability to a hostile change of control and enhance the ability of New Forge’s board of directors to maximize stockholder value in connection with any unsolicited offer to acquire New Forge. However, these provisions may have an anti-takeover effect and may delay, deter, or prevent a merger or acquisition of New Forge by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of Domestication Common Stock held by stockholders.

Exclusive Forum

The Proposed Bylaws will provide that, unless New Forge selects or consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware, or the Chancery Court (or, if the Chancery Court does not have, or declines to accept, jurisdiction, another state court located within the State of Delaware), will be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine. The Delaware Forum Provision does not apply to any causes of action arising under the Securities Act or the Exchange Act or to any claim for which the federal courts have exclusive jurisdiction; and the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the United States of America.

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Advance Notice of Director Nominations and New Business

For information regarding registration rights of certain securities of New Forge, see “Stockholder Proposals and Nominations”.

Listing of Securities

We intend to apply to continue the listing of Domestication Common Stock and Domestication Public Warrants on the NYSE under the symbols “ ” and “ WS,” respectively, upon the closing of the Business Combination.

Registration Rights

At the Closing, New Forge will enter into the Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the Sponsor and Forge will have specified rights to require New Forge to register all or a portion of their shares of Domestication Common Stock under the Securities Act. See the section entitled “Proposal No. 1 — Other Agreements — Amended and Restated Registration Rights Agreement” The PIPE Investors and A&R FPA Investors also have certain customary registration rights pursuant to the PIPE Investment and A&R FPA. For information regarding registration rights of certain securities of New Forge, see “Securities Eligible for Future Sale — Registration Rights”.

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SECURITIES ELIGIBLE FOR FUTURE SALE

Rule 144

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, (i) the Sponsor and any other holder of Founder Shares or Motive Private Warrants, as applicable and (ii) PIPE Investors will be able to sell their private placement securities, in each case pursuant to Rule 144 without registration one year after Motive has completed its initial business combination, assuming Motive otherwise complies with the conditions set forth above.

Motive anticipates that following the consummation of the Business Combination, it will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

Registration Rights

At the Closing, New Forge will enter into the A&R Registration Rights Agreement, pursuant to which, among other things, the Sponsor and Forge will have specified rights to require New Forge to register all or a portion of their shares of Domestication Common Stock under the Securities Act. See the section entitled “Proposal No. 1 — Other Agreements — Amended and Restated Registration Rights Agreement.”

The PIPE Investors have certain customary registration rights pursuant to the PIPE Investment. In particular, Motive has committed to file for registration with the SEC such Domestication Common Stock issued pursuant to the PIPE Subscription Agreements within 30 days of Closing. For more information related to the PIPE Investment and PIPE Subscription Agreement, see the section entitled “Proposal No. 1 — Other Agreements — PIPE Agreements” and Annex H to this proxy statement/prospectus.

The PIPE Investors have certain customary registration rights pursuant to the PIPE Investment. In particular, Motive has committed to file for registration with the SEC such Domestication Common Stock and Domestication Public Warrants issued pursuant to the A&R FPA within 30 days of Closing. For more information related to the A&R FPA, see the section entitled “Proposal No. 1 — Other Agreements — A&R FPA” and Annex F to this proxy statement/prospectus.

PUBLIC TRADING MARKETS

Motive Class A Shares are listed on NYSE under the symbol “MOTV”. Motive’s Public Warrants are listed on NYSE under the symbol “MOTV WS”. Motive’s Units are listed on NYSE under the symbol “MOTV.U”. Following the consummation of the Business Combination, Domestication Common Stock (including common stock issuable in the Merger) will be listed on NYSE under the symbol “ ” and Domestication Public Warrants will be listed under the symbol “ WS”.

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EXPERTS

The financial statements of Motive Capital Corp as of December 31, 2020 and for the period from September 28, 2020 (inception) through December 31, 2020, appearing in this proxy statement/prospectus have been audited by WithumSmith+Brown, PC independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein and are included in reliance on such report given the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Forge Global, Inc. at December 31, 2020 and 2019, and for each of the two years in the period ended December 31, 2020, included in the Proxy Statement of Motive Capital Corp, which is referred to and made a part of this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of SharesPost, Inc and Subsidiaries, as of December 31, 2019 and 2018 and for the years then ended, have been audited by Spicer Jeffries LLP, an independent registered public accounting firm, as set forth in their report which is incorporated herein. Such financial statements have been included herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with Motive’s board of directors, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Motive Capital Corp, 7 World Trade Center, 250 Greenwich St., FL 47, New York, NY 10007. Following the Business Combination, such communications should be sent in care of Attention: Corporate Secretary, 415 Mission St., Suite 5510, San Francisco, CA 94105. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

LEGAL MATTERS

The legality of shares of Domestication Common Stock offered by this proxy statement/prospectus will be passed upon for Motive by Gibson Dunn & Crutcher LLP.

OTHER MATTERS

As of the date of this proxy statement/prospectus, the Motive board of directors does not know of any matters that will be presented for consideration at the Extraordinary Meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the Extraordinary Meeting, or any adjournment or postponement thereof, and are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that it names as proxies to vote the shares represented by the proxy as to any of these matters.

STOCKHOLDER PROPOSALS AND NOMINATIONS

Stockholder Proposals

The Proposed Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders. The Proposed Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in the notice of such meeting (or any supplement or amendment thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before such meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before such meeting by a stockholder who (A) is a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner is the beneficial owner of shares of Domestication Common Stock) both at the time of giving the notice and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with the notice procedures set forth in the Proposed Bylaws as to such business. To be timely for New Forge’s annual meeting of stockholders, New Forge’s secretary must receive the written notice at New Forge’s principal executive offices:

●

not earlier than the 120^th day; and

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●

not later than the 90^th day

before the one-year anniversary of the preceding year’s annual meeting.

However, (i) in the event that no annual meeting was held in the previous year or the date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days from the first anniversary of the previous year’s annual meeting or (ii) for the first annual meeting following the adoption of the Proposed Bylaws, notice by a stockholder to be timely must be received not later than the close of business on the later of the 90^th day prior to such annual meeting or the 10^th day following the date on which public announcement of the date of such meeting is first made.

Accordingly, for New Forge’s 2022 Annual Meeting, assuming the meeting is held on , , notice of a nomination or proposal must be delivered to New Forge no later than , , and no earlier than , . Nominations and proposals also must satisfy other requirements set forth in the Bylaws. The Chairperson of the board of directors of New Forge may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

Under Rule 14a-8 of the Exchange Act, a shareholder proposal to be included in the proxy statement and proxy card for the 2022 annual general meeting pursuant to Rule 14a-8 must be received at our principal office on or before , and must comply with Rule 14a-8.

Stockholder Director Nominees

The Proposed Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by the Proposed Bylaws. In addition, the stockholder must give timely notice to New Forge’s secretary in accordance with the Proposed Bylaws, which, in general, require that the notice be received by New Forge’s secretary within the time periods described above under “—Stockholder Proposals” for stockholder proposals.

APPRAISAL RIGHTS

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, Motive and the services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of each of Motive’ annual report to shareholders and Motive’ proxy statement/prospectus. Upon written or oral request, Motive will deliver a separate copy of the annual report to shareholder and/or proxy statement/prospectus to any shareholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Shareholders receiving multiple copies of such documents may likewise request that Motive deliver single copies of such documents in the future. Shareholders receiving multiple copies of such documents may request that Motive deliver single copies of such documents in the future. Shareholders may notify Motive of their requests by calling or writing at 7 World Trade Center, 250 Greenwich St., FL 47, New York, NY 10007 or at (212) 651-0200 (if before the Business Combination) or , or at ( ) - (if after the Business Combination).

ENFORCEABILITY OF CIVIL LIABILITY

Motive is a Cayman Islands exempted company. If Motive does not change its jurisdiction of incorporation from the Cayman Islands to Delaware by effecting the Domestication, you may have difficulty serving legal process within the United States upon Motive. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against Motive in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, Motive may be served with process in the United States with respect to actions against Motive arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of Motive’s securities by serving Motive’s U.S. agent irrevocably appointed for that purpose.

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WHERE YOU CAN FIND MORE INFORMATION

Motive files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may read and copy reports, proxy statements and other information filed by Motive with the SEC at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.

This proxy statement/prospectus is available without charge to shareholders of Motive upon written or oral request. If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the Proposals to be presented at the Extraordinary Meeting, you should contact Motive in writing at Motive Capital Corp, 7 World Trade Center, 250 Greenwich St., FL 47, New York, NY 10007 or by telephone at (212) 651-0200.

If you have questions about the Proposals or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact , our proxy solicitor, by calling , or banks and brokers can call collect at , or by emailing . You will not be charged for any of the documents that you request.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary Meeting, or no later than , 2021.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus.

All information contained in this document relating to Motive has been supplied by Motive and all such information relating to Forge has been supplied by Forge. Information provided herein by either Motive or Forge does not constitute any representation, estimate or projection of any other party.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MOTIVE CAPITAL CORP


Financial Statements Year Ended December 31, 2020	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of December 31, 2020 (As Restated)	F-3
Statement of Operations for the period from September 28, 2020 (inception) through December 31, 2020 (As Restated)	F-4
Statement of Changes in Shareholders’ Deficit for the period from September 28, 2020 (inception) through December 31, 2020 (As Restated)	F-5
Statement of Cash Flows for the period from September 28, 2020 (inception) through December 31, 2020 (As Restated)	F-6
Notes to Financial Statements (As Restated)	F-7


Unaudited Condensed Consolidated Financial Statements	Page
Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	F-23
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021	F-24
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2021	F-25
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021	F-26
Notes to Unaudited Condensed Consolidated Financial Statements	F-27

FORGE GLOBAL, INC


Consolidated Financial Statements Years Ended December 31, 2020 and December 31, 2019	Page
Report of Independent Registered Public Accounting Firm	F-44
Consolidated Balance Sheets	F-45
Consolidated Statements of Operations and Comprehensive Loss	F-46
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit	F-47
Consolidated Statements of Cash Flows	F-48
Notes to Consolidated Financial Statements	F-49


Unaudited Condensed Consolidated Financial Statements	Page
Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	F-85
Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2021 and 2020	F-86
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit for the nine months ended September 30, 2021 and 2020	F-87
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	F-88
Notes to Condensed Consolidated Financial Statements	F-89

SHARESPOST, INC.


Consolidated Financial Statements Years Ended December 31, 2019 and December 31, 2018	Page
Independent Auditor’s Report	F-106
Consolidated Balance Sheets	F-107
Consolidated Statements of Operations and Comprehensive Loss	F-108
Consolidated Statements of Changes in Stockholders’ Equity	F-109
Consolidated Statements of Cash Flows	F-110
Notes to Consolidated Financial Statements	F-111


Unaudited Condensed Consolidated Financial Statements	Page
Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	F-125
Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2020 and 2019	F-126
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2020 and 2019	F-127
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	F-128
Notes to Condensed Consolidated Financial Statements	F-129

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Motive Capital Corp

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Motive Capital Corp (the “Company”) as of December 31, 2020, the related statements of operations, changes in shareholders’ equity and cash flows for the period from September 28, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from September 28, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Restatement of Financial Statements

As discussed in Note 2 to the financial statements, the 2020 financial statements have been restated to correct certain misstatements.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, if the Company is unable complete a business combination by December 15, 2022 then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since 2020.

New York, New York

June 2, 2021, except for the effects of the restatement disclosed in Note 2 and 11, as to which the date is December 15, 2021

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MOTIVE CAPITAL CORP

BALANCE SHEET

December 31, 2020

As Restated - See Note 2


Assets:
Current assets:
Cash	$	1,674,650
Prepaid expenses		651,605
Total current assets		2,326,255
Investments held in Trust Account		414,020,525
Total Assets	$	416,346,780

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	961
Accrued expenses		415,560
Total current liabilities		416,521
Deferred underwriting commissions		14,490,000
Derivative liabilities		40,532,280
Total liabilities		55,438,801

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10.00 per share		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; no non-redeemable shares issued and outstanding		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035
Additional paid-in capital		—
Accumulated deficit		(53,093,056)
Total shareholders' deficit		(53,092,021)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:	$	416,346,780

The accompanying notes are an integral part of these financial statements.

F-3

Table of Contents

MOTIVE CAPITAL CORP

STATEMENT OF OPERATIONS

For The Period From September 28, 2020 (inception) through December 31, 2020

As Restated - See Note 2


General and administrative expenses	$	35,004
Loss from operations		(35,004)
Other income (expense)
Change in fair value of derivative liabilities		(10,659,080)