Warrants

6 Months Ended

Jun. 30, 2022

Warrants to Purchase Series B-1 Preferred Stock or Subsequent Round Stock

In May 2020, Legacy Forge entered into a Note and Warrant Purchase Agreement with investors pursuant to which it issued certain convertible notes (the “2020 Convertible Notes”). In connection with the issuance of the 2020 Convertible Notes, the note holders entered into a Note and Warrant Purchase Agreement for the options to purchase shares based on coverage of 5% of the 2020 Convertible Notes principal amounts (the “May 2020 Warrants”). The note holders can purchase either (i) the Series B-1 preferred stock of Legacy Forge at Series B-1 price of $3.9760 or (ii) any subsequent round stock of Legacy Forge at the subsequent round price. The warrants have a five-year contractual life and may be exercised at any time during that period.

In October 2020, Legacy Forge entered into a Loan and Security Agreement (the “2020 Loan and Security Agreement”) with another lending institution that provided for a term loan in the amount of $15,000. In October 2020, simultaneously with the 2020 Loan and Security Agreement, the lender entered into a Warrant to Purchase Shares of Preferred Stock Agreement with Legacy Forge for the options to purchase a coverage amount of $3,513 of shares (the “October 2020 Warrants”). The investors were granted the right to purchase either the Series B-1 convertible preferred stock of Legacy Forge at Series B-1 price of $3.9760 or (ii) any subsequent round stock of Legacy Forge at the subsequent round price. The warrants have a ten-year contractual life and may be exercised at any time during that period.

Prior to the Merger, the May 2020 Warrants and October 2020 Warrants were classified as liabilities in Legacy Forge's consolidated balance sheets. Legacy Forge remeasured the May 2020 Warrants and October 2020 Warrants at each balance sheet date to fair value (Note 4). Subsequent to the Merger, the May 2020 Warrants and October 2020 Warrants were converted to Legacy Forge's common stock warrants. As a result, the May 2020 Warrants and October 2020 Warrants were adjusted to fair value prior to conversion, and then settled in additional paid-in capital as a result of the conversion to equity-classified common stock warrants. The Company recorded changes in fair value of the May 2020 Warrants and October 2020 Warrants of $0 and $106 in change in fair value of warrant liabilities in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2022, respectively. The Company recorded changes in fair value of the May 2020 Warrants and October 2020 Warrants of $716 and $839 in change in fair value of warrant liabilities in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2021, respectively.

Warrants to Purchase Junior Preferred Stock

In November 2020, in connection with the SharesPost acquisition, Legacy Forge issued a total of 3,122,931 warrants (“Junior Preferred Stock Warrants”) to purchase shares of Legacy Forge's Junior Preferred Stock at an exercise price of $3.9760 per share, with a cap of extended value of $5,000. The Junior Preferred Stock Warrants have a five-year contractual life and may be exercised at any time during that period.

Prior to the Merger, the warrants were classified as a liability in the condensed consolidated balance sheets. The Company remeasures the warrants at each balance sheet date using a hybrid method (Note 4). Subsequent to the Merger, the Junior Preferred Stock Warrants were converted to the Company's common stock warrants. As a result, the Junior Preferred Stock Warrants were adjusted to fair value prior to conversion and remain classified as a liability, as the Company's obligation with respect to these warrants is capped at a fixed monetary amount of $5,000 and may be settled in a variable number of common shares.

The Company recorded changes in fair value of the Junior Preferred Stock Warrants that were converted to warrants to purchase common stock of $0 in change in fair value of warrant liabilities in the Company's unaudited condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2022. Change in fair value of warrant liabilities for the Junior Preferred Stock Warrants was $2,686 and $3,472 during the three and six months ended June 30, 2021, respectively.

Public Warrants and Private Placement Warrants

As the accounting acquirer, Legacy Forge is deemed to have assumed warrants for Class A common stock that were held by Motive Capital Funds Sponsor, LLC (the “Sponsor”) at an exercise price of $11.50 ("Private Placement Warrants"), 13,799,940 Class A common stock warrants held by MOTV's shareholders at an exercise price of $11.50 ("Public Warrants"), and 4,666,664 Public Warrants at an exercise price of $11.50 that were issued in connection with the A&R FPA that was consummated upon the Closing Date. In accordance with the warrant agreement pursuant to which the warrants were issued, warrants will become exercisable on April 21, 2022, subject to other terms of the warrant agreement, including but not limited to, the Company having an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. The warrants will expire in five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

Subsequent to the Merger, the Private Placement Warrants and Public Warrants for shares of common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity's own stock. Therefore, these warrants are classified as liabilities on the condensed consolidated balance sheets.

On June 9, 2022, the Company issued a redemption notice to warrant holders announcing that it would redeem all of its Public Warrants (including the 4,666,664 Public Warrants that were issued in connection with the A&R FPA) on July 11, 2022 at 5:00 p.m. New York City Time (the "Redemption Date") for $0.01 per Public Warrant (the "Redemption"). After such notice and prior to the Redemption Date, warrant holders were entitled to exercise the Public Warrants at an exercise price of $11.50 per share of the Company's common stock. Any Public Warrants not exercised by the Redemption Date were automatically redeemed by the Company at a price of $0.01 per Public Warrant.

During the six months ended June 30, 2022, in connection with the Redemption, 1,994,022 Public Warrants were exercised at an exercise price of $11.50 per share of common stock, for an aggregate of 1,994,022 shares. Total cash proceeds generated from such exercises were $22,931, of which $795 was recorded to Prepaid expenses and other current assets within the unaudited condensed consolidated balance sheets as of June 30, 2022. The change in fair value of warrant liabilities was recorded through the date of exercise as change in fair value of warrant liabilities within the unaudited condensed consolidated statements of operations and comprehensive loss. Additionally, the fair value of the warrant liability as of the exercise date of $698 was reclassified to additional paid-in capital within the unaudited condensed consolidated balance sheets as of June 30, 2022.

During July 2022, an additional 768 Public Warrants were exercised at an exercise price of $11.50 per share of common stock, for an aggregate of 768 shares of the Company's common stock. Total cash proceeds generated from Public Warrant exercises in July 2022 were $9. On July 11, 2022, the remaining 16,471,814 Public Warrants still outstanding were redeemed at a price of $0.01 per Public Warrant for an aggregate cash payment from the Company of $165 On July 11, 2022, the Public Warrants were delisted from the NYSE.

As of June 30, 2022, the following warrants were outstanding:


Warrant Type	Shares	Exercise Price per Share
Public	16,472,582	$	11.50
Private	7,386,667	$	11.50