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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 15, 2022

 

MOTIVE CAPITAL CORP

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-39794   98-1561111
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

7 World Trade Center, 250 Greenwich St., FL 47    
New York, NY   10007
(Address of principal executive offices)   (Zip Code)

 

(212) 651-0200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on
which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant   MOTV.U   The New York Stock Exchange
Class A Ordinary Shares included as part of units   MOTV   The New York Stock Exchange
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50   MOTV WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On March 15, 2022, Motive Capital Corp (the “Company” or, after giving effect to the business combination, “New Forge”) held an extraordinary general meeting in lieu of the 2022 annual meeting of shareholders (the “Extraordinary Meeting”) in connection with the proposed business combination by and among the Company, FGI Merger Sub, Inc., a Delaware corporation and a subsidiary of the Company (“Merger Sub”), and Fore Global, Inc., a Delaware corporation (“Forge”), as described in the Company’s proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to shareholders on February 16, 2022 (the “Proxy Statement”). Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Extraordinary Meeting and the final voting results are indicated below. Each such Proposal is described in detail in the Proxy Statement.

 

As of the close of business on February 7, 2022, the record date for the Extraordinary Meeting, there were approximately 41,400,000 class A ordinary shares, par value $0.0001 per share (the “Motive Class A Shares”), and 10,350,000 class B ordinary shares, par value $0.0001 per share (the “Motive Class B Shares”, and together with the Motive Class A Shares, the “Motive Ordinary Shares”), outstanding. A total of 41,368,367 Motive Ordinary Shares, representing approximately 79.94% of the outstanding Motive Ordinary Shares entitled to vote, were present in person or by proxy, constituting a quorum.

 

1. The Business Combination Proposal – Proposal to approve and adopt by ordinary resolution the Agreement and Plan of Merger, dated as of September 13, 2021 (the “Merger Agreement”), by and among the Company, Merger Sub, and Forge and the transactions contemplated thereunder, including the merger of Merger Sub with and into Forge, with Forge surviving the merger as a wholly owned subsidiary of New Forge (the “Merger”) and the issuance of shares of Domestication Common Stock (as defined in the Proxy Statement) pursuant to the Merger Agreement (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

1. 38,875,406  2,492,111  850 

 

The Business Combination Proposal was approved, having received “for” votes from holders of approximately 93.98% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

2. The Redomestication Proposal – Proposal to approve by special resolution the change of the Company’s jurisdiction of incorporation by continuing and deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

2.  38,873,567 2,492,161  2,639 

 

The Redomestication Proposal was approved, having received “for” votes from holders of approximately 93.98% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

3. The Non-Binding Organizational Documents Proposals – proposals to approve by ordinary resolution certain governance provisions in the Certificate of Incorporation of New Forge (the “Proposed Charter”) and the Bylaws of New Forge (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”), each to be voted upon separately in accordance with SEC requirements and on a non-binding advisory basis.

 

(A) Authorized Shares – Proposal to amend the Company’s Amended and Restated Memorandum and Articles of association, as amended from time to time (the “Cayman Constitutional Documents”), to authorize the change in the authorized capital stock of the Company from (i) 500,000,000 Motive Class A Shares, 50,000,000 Motive Class B Shares and 5,000,000 preference shares, par value $0.0001 per share (the “Motive Preference Shares”) to (ii) 2,000,000,000 shares of Domestication Common Stock and 100,000,000 shares of New Forge preferred stock. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

3A.  34,393,603  5,873,143 1,101,621 

 

The Authorized Shares Proposal was approved, having received “for” votes from holders of approximately 85.41% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

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(B) Exclusive Forum Provision – Proposal to amend the Cayman Constitutional Documents to adopt Delaware as the exclusive forum for certain stockholder litigation. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

3B. 34,394,959  5,872,237  1,101,171 

 

The Exclusive Forum Provision Proposal was approved, having received “for” votes from holders of approximately 85.42% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

(C) Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents –  Proposal to amend the Cayman Constitutional Documents to require the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) two-thirds of the outstanding shares of capital stock entitled to vote, and two-thirds of the outstanding shares of each class entitled to vote as a class, to amend or repeal any provision of Articles V, VI, VII, VIII and IX of the Proposed Charter. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

3C. 34,066,660  6,200,186  1,101,521 

 

The Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents Proposal was approved, having received “for” votes from holders of approximately 84.60% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

(D) Removal of Directors – Proposal to amend the Cayman Constitutional Documents to permit the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

3D. 34,066,035  6,201,059  1,101,273 

 

The Removal of Directors Proposal was approved, having received “for” votes from holders of approximately 84.60% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

(E) Action by Written Consent of Stockholders – Proposal to amend the Cayman Constitutional Documents to require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

3E. 34,199,466  6,067,380 1,101,521

 

The Action by Written Consent of Stockholders Proposal was approved, having received “for” votes from holders of approximately 84.93% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

(F) Other Changes In Connection With Adoption of the Proposed Organizational Documents – Proposal to amend the Cayman Constitutional Documents to authorize (1) changing the corporate name from “Motive Capital Corp” to “Forge Global Holdings, Inc.”, (2) making New Forge’s corporate existence perpetual, and (3) removing certain provisions related to Motive’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

3F. 37,409,062   2,858,034 1,101,271 

 

The Other Changes In Connection With Adoption of the Proposed Organizational Documents Proposal was approved, having received “for” votes from holders of approximately 92.90% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

4. The Binding Charter Proposal – Proposal to approve by special resolution the Proposed Charter in the form attached to the Proxy Statement as Annex B. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

4. 38,873,016  2,492,361  2,990 

 

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The Binding Charter Proposal was approved, having received “for” votes from holders of approximately 93.97% of the outstanding Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

5. The Director Election Proposal – Proposal to elect by ordinary resolution seven (7) individuals to serve as members of the board of directors of New Forge following the consummation of the Business Combination. (Votes of holders of Motive Class B Shares only):

 

Proposal No.

Motive

Class B Shares
Votes For

Motive

Class B Shares
Votes Against

Motive

Class B Shares
Abstentions

5. 10,350,000   0

 

The Director Election Proposal was approved, having received “for” votes from holders of 100% of the outstanding Motive Class B Shares represented in person or by proxy at the Extraordinary Meeting.

 

6. The NYSE Proposal – Proposal to approve by ordinary resolution, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the issued and outstanding Motive Ordinary Shares in connection with the Business Combination. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

6.  38,873,147  2,492,481  2,739

 

The NYSE Proposal was approved, having received “for” votes from holders of approximately 93.97% of the outstanding shares of Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

7. The Incentive Plan Proposal – Proposal to approve by ordinary resolution the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “Incentive Plan”), in the form attached to the Proxy Statement as Annex I, including the authorization of the initial share reserve under the Incentive Plan. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

7.  34,198,966  7,165,912  3,489

 

The Incentive Plan Proposal was approved, having received “for” votes from holders of approximately 82.68% of the outstanding shares of Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

8. The Employee Stock Purchase Plan Proposal – Proposal to approve by ordinary resolution the Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), in the form attached to the Proxy Statement as Annex J, including the authorization of the initial share reserve under the ESPP. (Motive Class A Shares and Motive Class B Shares, voting together as a single class):

 

Proposal No.

Motive Ordinary Shares
Votes For

Motive Ordinary Shares
Votes Against

Motive Ordinary Shares
Abstentions

8. 34,199,667   7,165,961  2,739

 

The Employee Stock Purchase Plan Proposal was approved, having received “for” votes from holders of approximately 82.68% of the outstanding shares of Motive Ordinary Shares represented in person or by proxy at the Extraordinary Meeting.

 

As there were sufficient votes at the time of the Extraordinary Meeting to approve each of the above Proposals, “Proposal No. 9: The Adjournment Proposal,” as described in the Proxy Statement, is not applicable.

 

Important Information and Where to Find It

 

This communication is being made in respect of the proposed business combination transaction involving Motive Capital Corp (“MOTV”) and Forge Global, Inc. (“Forge” and such transaction, the “Merger”). In connection with the proposed Merger, MOTV has filed with the SEC a registration statement on Form S-4, containing a final proxy statement for the solicitation of the approval of MOTV’s stockholders and a final prospectus for the offer and sale of MOTV’s securities in connection with the business combination. MOTV also has filed and intends to file other relevant documents with the SEC regarding the proposed Merger. Before making any investment decision with respect to the proposed Merger, investors, stockholders and other interested persons are urged to read carefully and in their entirety the definitive proxy statement/prospectus (including any amendments or supplements thereto) as well as other documents filed with the SEC because these documents contain and will contain important information about MOTV, Forge and the proposed Merger. Stockholders are also able to obtain a copy of the proxy statement/prospectus, without charge, by directing a request to: Motive Capital Corp, 7 World Trade Center, 250 Greenwich Street, Floor 47, New York, NY 10007. Stockholders are also able to obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website (www.sec.gov) or by directing a request to info@motivecapitalcorp.com.

 

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Item 7.01.Regulation FD Disclosure.

 

On March 15, 2022, the Company issued a press release announcing the results of the Company’s Extraordinary General Meeting of its shareholders, a copy of which press release is furnished as Exhibit 99.1 hereto.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.  
   
Exhibit Number Description
   
99.1

Press Release, dated March 15, 2022

 

104 The cover page to this Current Report on Form 8-K, formatted in inline XBRL.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Date: March 15, 2022 MOTIVE CAPITAL CORP
   
  By: /s/ Blythe Masters               
  Name: Blythe Masters    
  Title Chief Executive Officer    
           

 

 

 

Exhibit 99.1

 

Motive Capital Corp Shareholders Approve Business Combination with Forge Global, Inc.

 

NEW YORK, March 15, 2022--(BUSINESS WIRE) -- Motive Capital Corp (“MOTV”), a special purpose acquisition company sponsored by affiliates of Motive Partners, today announced that MOTV’s shareholders voted to approve the previously announced business combination with Forge Global, Inc. (“Forge”), a leading private securities marketplace.

 

“We are thrilled to complete this important milestone in the process of our business combination with Motive Capital Corp and becoming a publicly traded company with vast opportunities to expand our business and offerings creating private company liquidity markets available to and inclusive of a diverse investor base,” said Kelly Rodriques, CEO of Forge. “We appreciate the strong support and confidence indicated by MOTV’s shareholders’ approval of the business combination and look forward to the opportunities ahead for Forge as a public company.”

 

MOTV held its extraordinary general meeting of shareholders to approve the proposed business combination today, March 15, 2022. Approximately 93.98% of the votes cast at the extraordinary general meeting voted to approve the business combination with Forge. The full results of the vote will be included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.

 

The closing of the business combination is anticipated to take place on March 21, 2022, subject to the satisfaction of certain customary closing conditions. The combined company will be renamed Forge Global Holdings, Inc., and its common stock and warrants are expected to trade on the NYSE beginning on March 22, 2022 under the ticker symbols “FRGE” and “FRGE WS”, respectively.

 

About Forge

 

Forge Global, Inc. is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. By combining world-class trading technology and operating expertise, Forge Markets enables private company shareholders to trade private company shares with accredited investors. Forge Company Solutions, Forge Data and Forge Trust along with Forge Markets help provide additional transparency, access and solutions that companies as well as institutional and accredited investors need to confidently navigate and efficiently transact in the private markets. Securities-related services are offered through Forge Securities LLC (“Forge Securities”), a wholly-owned subsidiary of Forge Global, Inc. Forge Securities is a registered Broker Dealer and Member of FINRA/SIPC and alternative trading system.

 

About Motive Capital Corp

 

Motive Capital Corp is a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Motive Capital Corp is sponsored by affiliates of Motive Partners, a specialist private equity firm with offices in New York City and London, focusing on growth equity and buyout investments in software and information services companies based in North America and Europe and serving five primary subsectors: Banking & Payments, Capital Markets, Data & Analytics, Investment Management and Insurance. Motive Partners brings differentiated expertise, connectivity and capabilities to create long-term value in financial technology companies.

 

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In these materials, references to “Motive Partners” generally refer to Motive Partners GP, LLC, collectively with its affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing (each such fund, vehicle or account, a “Motive Fund”). Motive Capital Corp is sponsored by Motive Capital Funds Sponsor, LLC (the “Sponsor”), which is an affiliate of Motive Partners. However, Motive Capital Corp is an independent publicly traded company, and not affiliated with Motive Partners. Motive Partners has not and is not providing investment advice to any person in connection with the matters contemplated herein, including Motive Capital Corp, the Sponsor or Forge.

 

This material is neither an offer to sell nor a solicitation of an offer to buy any security in any Motive Fund, and may not be used or relied upon in connection with any offer or solicitation. A private offering of interests in a Motive Fund may only be made by such Motive Fund pursuant to the offering documents for such Motive Fund, which will contain additional information about the investment objectives, terms, and conditions of an investment in such Motive Fund and also contain tax information and risk disclosures that are important to any investment decision regarding such Motive Fund. The information contained in this material is superseded by, and is qualified in its entirety by reference to, such offering documents. This communication is intended only for persons resident in jurisdictions where the distribution or availability of this communication would not be contrary to applicable laws or regulations.

 

Past performance or activities are not necessarily indicative of future results, and there can be no assurance that any Motive Fund will achieve results comparable to those presented herein, or that any Motive Fund will be able to implement its investment strategies or achieve its investment objectives. A Motive Fund’s investment and applicable investment restrictions may differ from those historically employed by Motive Partners, and economic conditions may differ materially from the conditions under which any other investment fund, investment vehicle or account managed by Motive Partners has previously invested. The investments, transactions and operational activities of Motive Partners contained in this material, if any, are shown for illustrative purposes only of the types of investments, transactions and activities that have historically been undertaken by Motive Partners, its affiliates and their respective officers, directors, partners, members, employees and/or advisors.

 

Important Information and Where to Find It

 

This communication is being made in respect of the proposed business combination transaction involving Motive Capital Corp (“MOTV”) and Forge Global, Inc. (“Forge” and such transaction, the “Merger”). In connection with the proposed Merger, MOTV has filed with the SEC a registration statement on Form S-4, containing a final proxy statement for the solicitation of the approval of MOTV’s stockholders and a final prospectus for the offer and sale of MOTV’s securities in connection with the business combination. MOTV also has filed and intends to file other relevant documents with the SEC regarding the proposed Merger. Before making any investment decision with respect to the proposed Merger, investors, stockholders and other interested persons are urged to read carefully and in their entirety the definitive proxy statement/prospectus (including any amendments or supplements thereto) as well as other documents filed with the SEC because these documents contain and will contain important information about MOTV, Forge and the proposed Merger. Stockholders are also able to obtain a copy of the proxy statement/prospectus, without charge, by directing a request to: Motive Capital Corp, 7 World Trade Center, 250 Greenwich Street, Floor 47, New York, NY 10007. Stockholders are also able to obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website (www.sec.gov) or by directing a request to info@motivecapitalcorp.com. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

 

 2

 

 

Forward-Looking Statements

 

This press release may include, and oral statements made from time to time by representatives of MOTV and Forge may contain, statements that are not historical facts but are forward looking statements within the meaning of the “safe harbor “provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” ”could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate or relate to future events or trends or MOTV’s or Forge’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the anticipated timing of the closing of the business combination, the expectation of trading on the NYSE, the benefits of the business combination, and future opportunities for Forge to expand its business. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by MOTV, Forge and their respective management, as the case may be, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of MOTV’s final prospectus filed on December 14, 2020, its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (as subsequently amended), and the definitive proxy statement/prospectus contained in the Registration Statement on Form S-4 filed with respect to the business combination, as it may be amended, in each case, under the heading “Risk Factors,” and other documents of MOTV filed, or to be filed, with the SEC. There may be additional risks that MOTV and Forge presently do not know of or that they currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect MOTV’s and Forge’s expectations, plans or forecasts of future events and views as of the date of this press release. MOTV and Forge anticipate that subsequent events and developments will cause their assessments to change. However, while MOTV and Forge may elect to update these forward-looking statements at some point in the future, MOTV and Forge specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing MOTV’s and Forge’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Contacts

 

Motive Capital Corp:

Bob Brown

info@motivecapitalcorp.com

 

Forge Global:

Lindsay Riddell

press@forgeglobal.com

 

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