Amendment: SEC Form SCHEDULE 13D/A filed by Forge Global Holdings Inc.
$FRGE
Investment Bankers/Brokers/Service
Finance
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Forge Global Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
34629L202 (CUSIP Number) |
Deutsche Boerse AG Mergenthalerallee 61, Attn: Maximilian Weissenrieder Eschborn, 2M, 65760 (001) 49 69 2110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 34629L202 |
| 1 |
Name of reporting person
DEUTSCHE BORSE AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY, FED. REP.
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,614,146.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Forge Global Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 EMBARCADERO CENTER, FLOOR 15, SAN FRANCISCO,
CALIFORNIA
, 94111. | |
Item 1 Comment:
Item 1 of the Original Schedule 13D (as defined below) is hereby amended and supplemented as follows:
This Amendment No. 1 to the Schedule 13D (the "Amendment No. 1") amends and supplements certain items of the Schedule 13D related to the Common Stock of the Issuer, originally filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2022 (the "Original Schedule 13D"). All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.
| ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule D is hereby amended and supplemented as follows:
Reverse Stock Split
On April 14, 2025, the Issuer completed a reverse stock split (the "Reverse Stock Split") of the Common Stock at a ratio of 1-for-15. Following the Reverse Stock Split, the new number of shares of Common Stock beneficially owned by the Reporting Person became 1,617,499, which is the sum of: (i) 1,614,146 shares of Common Stock owned by Reporting Person, and (ii) warrants to purchase 3,353 shares of Common Stock.
The Reverse Stock Split also resulted in the creation of a new CUSIP for the Common Stock, 34629L202.
Warrants Expiration
On May 26, 2025, the Reporting Person's holding of warrants to purchase 3,353 shares of Common Stock expired unexercised.
Accuidity Acquisition
As reported on July 2, 2025 by the Issuer on a Current Report on Form 8-K, on July 1, 2025, the Issuer completed the acquisition (the "Accuidity Acquisition") of Accuidity, LLC, a Delaware limited liability company. The Accuidity Acquisition resulted in the issuance of an additional 1,200,000 shares of Common Stock, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2025 filed with the SEC on August 8, 2025. This resulted in a dilution of the Reporting Person's holding of the Common Stock, as reflected in the amended Item 5(a). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
Amount beneficially owned: 1,614,146
Percent of Class: 11.9%
The share amount reported herein consists of 1,614,146 shares of Common Stock.
The above percentage is based on 13,601,362 shares of Common Stock outstanding on August 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2025 filed with the SEC on August 8, 2025.
| |
| (b) | Item 5(b) is hereby amended and restated as follows:
Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 1,614,146
Shared power to vote: 0
Sole power to dispose or direct the disposition of: 1,614,146
Shared power to dispose or direct the disposition of: 0 | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule D is hereby amended and supplemented by appending new Exhibit 2 (Certified English translation of Deutsche Boerse AG Commercial Register Extract, evidencing general authority for the signatories to sign on behalf of the Reporting Person).
| ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|