Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss per Share

Prior to the Merger and prior to effecting the recapitalization, the holders of Legacy Forge's Class AA, Class EE-1, and Class EE-2 common stock were entitled to the same right to participate in the Company’s gains or losses. Therefore, net loss per share is presented as a single class of common stock. Earnings per share calculations for all periods prior to the Merger have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the reverse capitalization.

Subsequent to the Merger, the Company has one class of common stock. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period using the two-class method. The Company’s convertible notes, convertible preferred stock, stock options, warrants, and early exercised stock options are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders because the holders of these securities do not have a contractual right to share in the Company's losses, and their effect would be antidilutive. Therefore, the net loss for the nine months ended September 30, 2022 was attributed to common stockholders only.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except for share and per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to Forge Global Holdings, Inc., basic	$	(16,198)	$	(5,074)	$	(85,741)	$	(12,139)
Less: Decrease in fair value of Junior Preferred warrants	$	(3,937)	$	—	$	(3,897)	$	—
Net loss attributable to common stockholders, diluted	$	(20,135)	$	(5,074)	$	(89,638)	$	(12,139)
Denominator:
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic	169,838,778		51,450,791		134,683,950		55,147,414
Dilutive effect of common share equivalents	370,478		—		1,276,662		—
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted	170,209,256		51,450,791		135,960,612		55,147,414
Net loss per share attributed to common stockholders:
Basic	$	(0.10)	$	(0.10)	$	(0.64)	$	(0.22)
Diluted	$	(0.12)	$	(0.10)	$	(0.66)	$	(0.22)

The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Convertible preferred stock	—	73,914,150	—	73,914,150
Outstanding options	13,407,629	16,382,490	13,407,629	16,382,490
Common stock and preferred stock warrants	3,282,652	3,774,437	3,282,652	3,774,437
Private Placement Warrants issued upon Merger	7,386,667	—	7,386,667	—
Common stock subject to repurchase	1,743,477	11,432,272	1,743,477	11,432,272
Restricted stock units	7,126,492	—	7,126,492	—
Total	32,946,917	105,503,349	32,946,917	105,503,349