What Forge Global Holdings, Inc. told the SEC could break it.

Forge depends on third parties for a wide array of services, systems and IT applications underpinning its trading platform and custodial operations; a breach, a third party's violation of law, or the loss of any of those service providers could disrupt its business and materially harm results.

“We depend on third parties for a wide array of services, systems, and information technology applications, and a breach or violation of law by one of these third parties could disrupt our business.”

Forge has a history of net losses (its private-market transaction revenue is cyclical with private-financing activity), and on December 31, 2024 the NYSE notified it of non-compliance with the $1.00 minimum average closing-price listing rule, giving it six months to regain compliance — raising delisting risk on top of ongoing profitability pressure.

“we were notified by the NYSE that we are not in compliance with Section 802.01C of the NYSE Listed Company Manual (the "Listing Rule") because the average closing stock price of a share of our common stock was less than $1.00 per share over a consecutive 30 trading-day period.”

Forge operates in a complex, rapidly evolving regulatory environment across multiple licensed subsidiaries — Forge Securities (broker-dealer, BSA/PATRIOT Act, FinCEN, OFAC), Forge Global Advisors (SEC-registered adviser), Forge Trust, and Forge Lending (California Financing Law) — and in Germany operates only as a tied agent under the license and liability of third-party Effecta GmbH; compliance failures could mean license revocation, enforcement actions, fines or operating constraints.

“Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, regulatory or governmental investigations, administrative enforcement actions, sanctions (including monetary penalties, civil, and criminal liability), litigation, reputational harm, or constraints on our ability to operate.”

Forge states its success has depended and continues to depend on the efforts and talents of its senior management — including CEO Kelly Rodriques — and that the loss of, or inability to hire, executive team and key personnel could harm the business.

“We rely on our executive team and key personnel to grow our business, and the loss of or inability to hire either could harm our business.”