8-K: Forge Global Completes Accuidity Acquisition, Expanding Private Market Investment Capabilities

Forge Global Holdings, Inc. has completed its acquisition of Accuidity Capital Management, significantly expanding its private market investment management and wealth capabilities with a focus on diversified investment solutions and broader investor access.

Summary

• Forge Global Holdings, Inc. completed the acquisition of Accuidity, LLC on July 1, 2025.
• The acquisition consideration included approximately $9.8 million in cash paid at closing (subject to adjustments) and 1,150,000 shares of Forge Common Stock.
• An additional earn-out of up to 1,000,000 shares of Forge Common Stock is possible through the end of 2027, contingent on performance milestones.
• The acquisition aims to expand Forge's investment management and wealth capabilities, broaden private market access, and deliver diversified investment solutions.
• Accuidity reported approximately $5.7 million in revenue for the twelve months ended May 31, 2025.
• The acquisition adds $220 million in Assets Under Management (AUM) from Accuidity, building on Forge's existing $17.6 billion in Assets Under Custody (AUC) and $1.1 billion in AUM.
• Forge's Board of Directors unanimously approved the Merger Agreement and related transactions.
• The company also adopted an Amended and Restated 2025 Inducement Plan, increasing the shares reserved for inducement awards to 183,330.

Sentiment

Score: 8

Explanation: The document announces a strategic acquisition that is expected to be accretive to EPS and significantly expands the company's capabilities and market reach in a high-growth sector. Management commentary is highly positive, emphasizing strategic benefits and future growth potential. While integration risks are mentioned, they are standard for such transactions and not presented as major impediments.

Positives

• Strategic acquisition of Accuidity Capital Management expands Forge's investment management and wealth capabilities.
• The acquisition is expected to be accretive to Earnings Per Share (EPS).
• Adds $220 million in Assets Under Management (AUM) from Accuidity, building on Forge's existing $17.6 billion AUC and $1.1 billion AUM.
• Enables the launch of innovative financial products and strategies, broadening investor access to private markets.
• Allows Forge to offer a more diversified set of investment solutions, moving beyond single-asset strategies to include co-investment vehicles and early-stage venture funds.
• Plans to transition Accuidity's flagship Megacorn Fund into an interval fund, potentially providing broader, lower-cost private market exposure with reduced investment minimums.
• Reinforces Forge's commitment to democratizing access to private markets.
• The acquisition leverages Forge's proprietary data, technology, and distribution capabilities with Accuidity's differentiated investment strategies and sourcing ecosystem.

Risks

• Risks and uncertainties are associated with the integration of the Accuidity business.
• Uncertainty exists regarding whether Forge will achieve its desired or expected business, operational, and financial outcomes from the acquisition.
• The Megacorn Fund's transition to an interval fund is subject to SEC approval.
• Accuidity's historical financial information is unaudited, prepared on a cash basis, and may not be consistent with future or pro forma revenue when included in Forge's consolidated financial statements.

Future Outlook

Forge believes the acquisition of Accuidity will be accretive to EPS and aims to deliver new investment opportunities to its growing global client base, with a strategic focus on the wealth channel. The company plans to transition Accuidity's flagship Megacorn Fund into an interval fund, subject to SEC approval, to provide broader investor access to private market exposure at lower cost and with reduced investment minimums. Forge also intends to expand its platform beyond direct client relationships to include financial advisors, registered investment advisors, and other distribution partners.

Management Comments

• "Accuidity accelerates our strategic vision by enabling the launch of innovative financial products and strategies that broaden investor access to the private markets, while delivering primary and secondary capital solutions for private companies." Kelly Rodriques, CEO of Forge.
• "Leveraging our data, technology and global network alongside Accuiditys expertise, we aim to deliver new investment opportunities to our growing global client base, with a strategic focus on the wealth channel." Kelly Rodriques, CEO of Forge.
• "Forge has been a leader in creating the indexes and pricing innovations on which new financial products are being built. Together, we believe we can integrate our asset management capabilities and unique investment strategy with the Forge platform, delivering investment opportunities through Forges network of clients, companies, registered investment advisors and more." Vince Gubitosi, Co-President of Accuidity.
• "We see enormous potential to scale Accuiditys strategies across new investor segments and channels. We chose Forge as a partner because of their trusted reputation, scale, and operational integrity. Jointly, were unlocking the infrastructure needed to meet growing demand with flexible, transparent private market investment solutions." Mark DeNatale, Co-President of Accuidity.

Industry Context

The acquisition aligns with the growing investor interest in private market strategies, with global alternative assets under management projected to exceed $29 trillion by 2029. This demand is driven by the pursuit of enhanced returns, diversification, and access to high-growth private companies. Forge's move to integrate Accuidity's specialized asset management capabilities positions it to capitalize on this trend by offering more diversified and accessible private market products, particularly targeting the wealth channel and institutional investors.

Comparison to Industry Standards

• The document highlights the broader industry trend of global alternative assets under management expected to surpass $29 trillion by 2029, indicating a significant growth market that Forge is positioning itself to capture.
• Forge's existing custody business with $17.6 billion AUC and Forge Global Advisors with $1.1 billion AUM provide a substantial base for the integration of Accuidity's $220 million AUM, demonstrating a scale that is competitive within the private market infrastructure and investment solutions sector.
• The strategic focus on democratizing access to private markets and developing an interval fund (like the Megacorn Fund) aligns with a broader industry push to make alternative investments more accessible to a wider range of investors, moving beyond traditional institutional access.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased value due to expected EPS accretion, expanded market opportunities, and diversified investment offerings. Dilution from the issuance of 1,150,000 shares and potential 1,000,000 earn-out shares.
• Employees: Accuidity employees will be integrated into Forge, potentially leading to new roles and opportunities. Forge's amended inducement plan provides more shares for new hires.
• Customers: Forge's existing and future clients will benefit from a broader range of private market investment solutions, including co-investment vehicles and early-stage venture funds, and potentially lower-cost access through the Megacorn Fund.
• Private Companies: Forge aims to deliver primary and secondary capital solutions for private companies, enhancing their access to capital.
• Financial Advisors/RIAs: Forge is expanding its platform to include these distribution partners, offering them new private market investment opportunities for their clients.

Next Steps

• Forge will file the Merger Agreement as an exhibit with its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
• Forge will file an amendment to the Current Report on Form 8-K no later than 71 days after the filing date, to include Accuidity's financial statements and pro forma financial information.
• Forge plans to transition Accuidity's flagship Megacorn Fund into an interval fund, which will be subject to SEC approval.
• Forge will continue to work towards achieving performance-related milestones through the end of 2027 for potential earn-out consideration.

Key Dates

Recommendation

Keywords

private markets, acquisition, asset management, wealth management, alternative investments, SEC filing, Forge Global, Accuidity, financial technology, investment solutions, private equity, venture capital, interval fund