Motive Capital Corp
PROPOSED BUSINESS COMBINATION: Forge Global, Inc.
ENTERPRISE VALUE: $1.601 billion
ANTICIPATED SYMBOL: FRGE
Motive Capital Corp proposes to combine with Forge Global, Inc., a leading global private securities marketplace.
- Through Forge, employees can sell their private shares, employers can reward shareholders with pre-IPO liquidity and individual and institutional investors can participate in private unicorn growth.
- Forge’s differentiated global marketplace addresses rising demand among individual and institutional investors for exposure to private company stocks and it is building a growing network effect with defensible competitive advantages.
- Private company coverage on the platform has continuously increased, with a 114% increase in distinct private companies traded in the period between January 1, 2018 and June 30, 2021. Similarly, its customer base has grown 225% in the same period.
- The Forge marketplace has nearly 400,000 registered users, including over 123,000 accredited investors.
- Private shares have traded in more than 400 companies since inception, representing over $10 billion in volume across 19,000 transactions with buyers and sellers in 70 countries.
- Through its custody offering Forge Trust, the company has approximately $14 billion in assets under custody and about $600 million of cash across 1.9 million customers.
WARRANT REDEMPTION – 6/9/22 – LINK
- The Company will redeem, at 5:00 p.m. New York City time on July 11, 2022, all of its outstanding public warrants and forward purchase warrants to purchase shares of the Company’s common stock.
- The Public Warrants are currently exercisable for an aggregate of 18,466,604 shares of Common Stock at a price of $11.50 per share.
TRANSACTION
Upon completion of the transaction, the combined company is expected to have a fully diluted equity value on a pro forma basis of approximately $2.0 billion, assuming redemptions are no greater than $90 million by existing Motive Capital Corp shareholders.
- The transaction is expected to deliver approximately $532.5 million of gross proceeds to the combined company prior to the payment of transaction expenses and up to $100 million of cash consideration, including the contribution of up to $414 million of cash held in Motive Capital Corp’s trust account from its initial public offering in December 2020.
- The combination is further supported by a $50 million commitment under Motive Partners’ Forward Purchase Agreement and a $68.5 million PIPE at $10 per share supported by ION Group, Temasek and Adit Ventures.
- Certain Motive Partners’ funds will provide up to an additional $90 million as a backstop via its Forward Purchase Agreement.
- Existing Forge shareholders are expected to roll 90% of their equity into the combined company.
- Concurrent with closing, up to $100 million of the transaction proceeds will be paid to certain existing Forge shareholders as cash proceeds for a portion of their existing equity.

PIPE
- Transaction expected to provide $68.5 million in PIPE financing anchored by ION Group’s $50 million commitment and contributions from Temasek and Adit Ventures.
FORWARD PURCHASE AGREEMENT & BACKSTOP
- The combination is further supported by a $50 million commitment under Motive Partners’ Forward Purchase Agreement.
- The Purchasers shall purchase from the Company, in the aggregate, at least 5,000,000 Forward Purchase Units (the “Committed Amount”), and up to 14,000,000, Forward Purchase Units, for a purchase price of $10.00 per Forward Purchase Unit.
- Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share.
- The FPA Unit contains 1 share and 1/3 warrant
- The Forward Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company.
- May purchase an additional 9,000,000 units of the Company (the “Additional Amount”) to the extent of redemptions on a dollar-for-dollar basis by Company shareholders of all or a portion of their Company Class A Stock.
- Certain Motive Partners’ funds will provide up to an additional $90 million as a backstop via its Forward Purchase Agreement.
LOCK-UP
- The Sponsor has agreed to certain transfer restrictions with respect to its Company Class B Stock and its warrants to purchase Company Class A Stock 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 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 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 Common Stock equals or exceeds $15.00 for any 20 trading days in a 30-consecutive trading day period post-Closing.
NOTABLE CONDITIONS TO CLOSING
- The amount in the Company’s trust account plus the proceeds from the purchase of securities under the A&R Forward Purchase Agreement and the proceeds from the PIPE Financing, equals or exceeds $208.5 million (the “Minimum Cash Condition”).
- (no greater than $90 million of redemptions by existing Motive Capital Corp shareholders)
NOTABLE CONDITIONS TO TERMINATION
- By either party if the Closing has not occurred on or before the date that is nine months after the date of the Agreement.
ADVISORS
- Financial Technology Partners and FTP Securities (FT Partners) served as financial advisors to Forge.
- JMP Securities LLC, Piper Sandler, Oppenheimer & Co. Inc., and William Blair & Company, LLC acted as capital markets advisors to Forge.
- Goodwin Procter LLP acted as legal advisor to Forge.
- UBS Investment Bank is serving as financial advisor to Motive Capital Corp.
- Gibson, Dunn & Crutcher LLP acted as legal advisor and Oliver Wyman served as a strategic advisor to Motive Capital Corp.
- UBS Investment Bank and J.P. Morgan are serving as capital markets advisors and placement agents to Motive Capital Corp.
- Mayer Brown LLP acted as legal advisor to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Blythe Masters, 51
Chief Executive Officer and Director
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, the leading enterprise blockchain fintech company responsible for the Australian Securities Exchange’s post trade infrastructure replacement project. Prior to joining Digital Asset Ms. Masters was a senior executive at J.P. Morgan for 27 years from 1987 to 2015. 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 of A.P. Møller Maersk, Board Chair of Phunware, Inc and Board Member of GCM Grosvenor, positions she has held since 2020. Ms. Masters is currently proposed as a Board and Audit Committee Member of Credit Suisse Group AG, and serves on the International Advisory Board of Santander Group, and the Board of Santander’s Open Digital Services, which she joined in 2020. Ms. Masters is a member of the Advisory Board of the US Chamber of Digital Commerce, Figure Technologies, 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), all of which she joined in 2019. Ms. Masters is a graduate and Senior Scholar of Trinity College, Cambridge where she received a B.A. in Economics.
Kristy Trieste, 42
Chief Financial Officer and Director
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. She 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.
Board of Directors
Rob Heyvaert, 56
Executive Chairman and Director
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.
Stephen C. Daffron, 64
Director
Mr. Daffron is a Co-Founder and Industry Partner at Motive Partners which was founded in 2017. Mr. Daffron is also currently the President of Dun & Bradstreet, a position he has held since 2019. Mr. Daffron serves on the Boards of LMRKTS since 2017 and QOMPLX since 2018. Prior to joining Motive Partners, Mr. Daffron served from 2013 to 2015 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. Mr. Daffron earned a B.S. from USMA, and a MBA, MA, M.Ph. and Ph.D. from Yale.
Dina Dublon, 67
Director
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 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 the Board of Advisors of Columbia University Mailman School of Public Health and the Westchester Land Trust. 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, 67
Director
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, Great-West Lifeco since 2018, KKR Real Estate Finance Trust since 2018, Tradeweb since 2019, 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 25 years where she was most recently a Partner and Head of Sales and Distribution for Interest Rate Products and Mortgages until her retirement from this position in August 2017. Ms. Madoff has held several additional leadership positions at Goldman Sachs, including Advisory Director from 2017 to 2018, 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 and Firmwide New Activity Committee. Prior to Goldman Sachs, Ms. Madoff was in Mergers and Acquisitions at Wasserstein Perella & Co. and in Corporate and Real Estate Finance at Bankers Trust. Ms. Madoff is a 2018 David Rockefeller Fellow, a member of the Harvard Business School Alumni Board, a member of the Harvard Kennedy School Women and Public Policy Women’s Leadership Board, and a Director of Hudson River Park Friends. Ms. Madoff received an M.B.A. from Harvard Business School and a B.A. in Economics, Cum Laude, from Lafayette College.
