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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No  ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.

Yes  ☒   No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

                

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐   No  ☒

As of November 12, 2025, the registrant had 13,756,621 shares of common stock, $0.0001 par value per share, outstanding.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q (this "Report") to “Forge,” the “Company,” “us,” “we,” “our,” and any related terms are intended to mean Forge Global Holdings, Inc. and its consolidated subsidiaries.

Certain statements in this Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about our ability to:

•effectively respond to general macroeconomic and business conditions;

•execute our business strategy, including monetization of services provided;

•anticipate the uncertainties inherent in the development of new business lines, strategies, products, and services;

•anticipate rapid technological changes and competitive threats;

•respond to uncertainties associated with product and service development and market acceptance;

•increase brand awareness;

•attract, train, and retain effective officers, employees, directors, and other key personnel;

•acquire, develop, and protect intellectual property;

•maintain key strategic relationships with partners;

•anticipate the significance and timing of contractual obligations;

•enhance future operating and financial results;

•integrate, operate, and manage any acquired businesses;

•respond to fluctuations in interest rates and foreign currency exchange rates;

•finance operations on an economically viable basis;

•meet future capital adequacy and liquidity requirements;

•obtain additional capital, including use of the debt market;

•comply with laws and regulations applicable to our business;

•stay abreast of modified or new laws and regulations that would apply to our business;

•manage cybersecurity and technology risk management processes, including incident management processes;

•upgrade and maintain information technology systems;

•maintain disaster recovery and business continuity planning controls;

•manage vendor and third party processes;

•adequately support data governance and data privacy controls related to personal information and consumer data;

•maintain the listing of our securities on the NYSE or another national securities exchange;

•anticipate the impact of, and response to, new accounting standards;

•anticipate the impact of new tax laws that would apply to our business

•successfully defend litigation;

•consummate the proposed transaction with The Charles Schwab Corporation and Ember-Falcon Merger Sub, Inc.;

•avoid or address events, changes or other circumstances that could give rise to the termination of the Schwab Merger Agreement (as defined in this Report);

•obtain our stockholders’ approval of the proposed transaction;

•obtain necessary regulatory approvals on anticipated terms and timing;

•satisfy the other closing conditions to the proposed transaction in a timely manner;

•resolve or mitigate any potential litigation brought in connection with the proposed transaction;

•manage financial-community and rating-agency perceptions of the Company, our business, operations, financial condition and the industry;

•limit disruption of management time from ongoing business operations due to the proposed transaction;

•retain customers, retain and hire key personnel and maintain relationships with suppliers and partners, and manage effects on operating results and our businesses generally, arising from the announcement, pendency, or completion of the proposed transaction; and

•manage the potential impact of general economic, political and market factors on the parties to the proposed transaction or the proposed transaction.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

(*) amount less than 1

(1) Amounts have been adjusted to reflect the reverse stock split that became effective on April 14, 2025. Refer to Note 2, "Summary of Significant Accounting Policies" for further information about the reverse stock split.

1 Organization and Description of Business

Forge Global Holdings, Inc. (the “Company”) is a financial services platform headquartered in San Francisco, California. The Company is committed to democratizing access to private markets through a purpose-built technology-driven platform. To serve the distinct needs of investors, shareholders, and companies, the Company offers an integrated platform of complementary solutions to support client engagement with the private market from beginning to end. The Company believes this holistic approach yields strong platform-based network effects, fueling participation in the private market and the Company's growth.

On July 1, 2025, the Company acquired all equity interests in Accuidity, LLC (“Accuidity”), a Delaware-based specialized asset management firm focused on private market investing through institutional index funds, single issuer investment vehicles, and early-stage venture funds. The acquisition represents an important step in advancing Forge's strategy to expand access to private market investments. By combining Accuidity's investment strategies and sourcing network with Forge's data, technology, and distribution capabilities, the Company expects to develop a broader and more scalable range of private market products to meet increasing demand from institutional and individual investors.

The acquisition was completed through a two-step merger in a simultaneous sign and close transaction. Pursuant to that certain Agreement and Plan of Merger, dated as of July 1, 2025, by and among the Company, Accuidity, Margo Merger Sub I, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of the Company (“Merger Sub I”) and Margo Merger Sub II, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of the Company (“Merger Sub II”) and Kostka LLC, a New York limited liability company, solely in its capacity as representative of the securityholders of Accuidity (the "Accuidity Merger Agreement"), (i) Merger Sub I merged with and into Accuidity, with Accuidity surviving the merger as a wholly owned indirect subsidiary of the Company (the “Surviving Company”, and such merger, the “First Merger”) and (ii) the Surviving Company merged with and into Merger Sub II, with Merger Sub II surviving the merger (the “Surviving Entity” and such merger, the “Second Merger”, and collectively with the First Merger, the “Acquisition”).

The Accuidity Merger Agreement provided for consideration for the Acquisition of $10.0 million in cash (subject to customary adjustments) (the “Adjusted Cash Consideration”) and 1,150,000 shares of the Company's common stock (the “Closing Stock Consideration”) issued in a private placement transaction (a portion of which are subject to forfeiture and transfer restrictions). The portion of Closing Stock Consideration subject to service-based vesting conditions met the criteria to be classified as compensation and is excluded from the purchase consideration and will be accounted for as stock-based compensation over the vesting period. Additional information is provided in Note 7, "Share-Based Compensation". In addition, the Company may be obligated to issue post-closing earn-out consideration ranging from zero up to a maximum of 1,000,000 additional shares of the Company's common stock issuable upon the achievement of certain regulatory and performance-related milestones through the end of 2027 (the “Earnout Stock Consideration”). The Earnout Stock Consideration is classified as contingent consideration recorded at fair value at the acquisition date and included in the total consideration transferred for the Acquisition. The contingent consideration was valued at $6.0 million as of the acquisition date and will be subsequently measured at fair value on a quarterly basis with changes in fair value recorded in changes in fair value of contingent consideration.

Acquisition-related costs were $0.3 million and $2.2 million, which were recorded in acquisition-related transaction costs in the condensed consolidated statements of operations during the three and nine months ended September 30, 2025.

The total purchase price consisted of the following components (in thousands):

The table below summarizes the allocation of the purchase price to the fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands):

These fair values were based on management’s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. During the current reporting period, the Company has not recognized any adjustments to the fair value of assets acquired and liabilities assumed, other than working capital.

The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to expected synergies from the combination of operations, including enhanced distribution, increased scale, and new client relationships.

Intangible Assets

The following are preliminarily identified intangible assets and estimated lives over which intangible assets are expected to be amortized (in thousands):

Intangible assets are recognized apart from goodwill whenever an acquired intangible asset arises from contractual or other legal rights, or whenever it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset or liability. Accuidity’s intangible assets consist of investment management contracts, customer relationships, investment strategies and trade name portfolios, which are amortized using the straight-line method over periods of 4 to 10 years.

Investment management contracts were acquired as part of the acquisition, consisting of advisory agreements related to certain funds. These contracts grant legally enforceable rights to earn Assets Under Management (“AUM”)-based management and performance fees. The fair value of the investment management contracts was based on the multi-period excess earnings method (“MPEEM”), incorporating assumptions related to AUM growth, inflows/outflows, and fee structures. Investment management contracts will be amortized over an estimated useful life of 10 years using the straight-line depreciation method.

Customer relationships were acquired as part of the acquisition, consisting of existing investor and co-investor relationships arising from prior fund participations and direct co-investments. These relationships provide the ability to generate fee income on future new-money transactions. The fair value of the customer relationships was based on the MPEEM, including assumptions related to follow-on investment rates, attrition, and fee generation. Customer relationships will be amortized over an estimated useful life of 4 years using the straight-line depreciation method.

Investment strategies were acquired as part of the acquisition, consisting of proprietary strategies associated with the Megacorn Fund that transform a private market index into an investable, fee-generating product. The fair value of the investment strategies was based on the relief-from-royalty method, including assumptions related to forecast revenue and comparable royalty rates. Investment strategies will be amortized over an estimated useful life of 10 years using the straight-line depreciation method.

The trade name portfolio was acquired as part of the acquisition, consisting primarily of rights to the “Megacorn” trade name. The fair value of the trade name portfolio was based on the relief-from-royalty method, including assumptions related to forecast revenue and comparable royalty rates. Trade name portfolio will be amortized over an estimated useful life of 10 years using the straight-line depreciation method.

Unaudited Supplemental Pro Forma Financial Information

The following table presents unaudited pro forma combined revenues and loss before provision for income taxes for the three and nine months ended September 30, 2025 and 2024 prepared as if the acquisition had been consummated on January 1, 2024 (in thousands):

(1) The results of Accuidity's operations have been included in the Company's consolidated statements of operations from July 1, 2025 through the quarter ended September 30, 2025, and represent less than $0.1 million of revenue, net of transaction-related expenses and $1.9 million of net loss before provision for income taxes.

The unaudited supplemental pro forma financial information reflects, among others, recurring adjustments for the elimination of related-party transactions, recognition of compensation expense in connection with certain acquisition related employment agreements, amortization of acquisition related intangibles and closing stock consideration subject to service-based vesting conditions. The unaudited supplemental pro forma financial information also includes non-recurring acquisition-related transaction costs of $0.3 million and $3.0 million in the three and nine months ended September 30, 2025, respectively. The unaudited supplemental pro forma financial information has not been adjusted to reflect all conforming of accounting policies. The unaudited supplemental pro forma financial information does not include any anticipated synergies or other anticipated benefits of the acquisition and, accordingly, the unaudited supplemental pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition occurred on January 1, 2024, the beginning of the earliest period presented.

2 Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts on our unaudited condensed consolidated balance sheet have been reclassified to conform with our current period presentation.

In the normal course of business, the Company has transactions with various investment entities. In certain instances, the Company provides investment advisory services to pooled investment vehicles, each, a Single Asset Fund ("SAF"). The Company does not have discretion to make any investment, except for the specific investment for which a SAF was formed. The Company performs an assessment to determine (a) whether the Company’s investments or other interests will absorb portions of a variable interest entity’s expected losses or receive portions of the entity’s expected residual returns and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity would give it a controlling financial interest. The Company consolidates entities in which it, directly or indirectly, is determined to have a controlling financial interest. Consolidation conclusions are reviewed quarterly to identify whether any reconsideration events have occurred.

Accuidity LLC ("Accuidity") is a wholly-owned subsidiary of the Company and a Delaware-based specialized asset management firm focused on private market investing through institutional index funds, single issuer investment vehicles, and early-stage venture funds. The funds are organized as a series SPVs of Accuidity Fund LP and Accuidity Venture LLC. The funds are each formed for the purpose of investing in specific portfolio private companies. Accuidity serves as the manager of Accuidity Fund LP series and Accuidity Venture LLC series. The SPVs qualify as Variable Interest Entities ("VIEs") under ASC 810-10-15-14 because the equity holders lack the power to direct the activities that most significantly affect the entities’ economic performance. Accuidity LLC has the power to direct the activities that most significantly impact the VIE’s economic performance, however; it does not bear the obligation to absorb losses or the right to receive benefits that are significant and is not the primary beneficiary. Accuidity LLC does not consolidate Accuidity Fund LP, Accuidity Venture LLC or the SPVs.

The Company has a majority ownership interest in Forge Europe GmbH ("Forge Europe") and accounts for Forge Europe as a fully consolidated subsidiary. The remaining interest, held by Deutsche Börse Aktiengesellschaft ("DBAG"), is reported as a noncontrolling interest in the unaudited condensed consolidated financial statements. DBAG is a related party of the Company.

There have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2024, that have had a material impact on these unaudited condensed consolidated financial statements and related notes other than those noted below.

These financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024 (the “audited consolidated financial statements”) that was included in the Company’s Annual Report on Form 10-K filed on March 6, 2025, which provides a more complete discussion of the Company’s accounting policies and certain other information. In management’s opinion, the interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2025 and its unaudited condensed consolidated results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the year ending December 31, 2025 or any other future interim or annual periods.

Effective April 14, 2025, the Company effected a 1-for-15 reverse stock split of all of its authorized, issued, and outstanding shares of common stock. All share and per share amounts presented in the unaudited condensed consolidated financial statements and accompanying notes, including, but not limited to, shares authorized, issued and outstanding, dollar amounts of common stock, additional paid-in capital, earnings/(loss) per share, options and other equity securities under the Company's equity incentive plans, and warrants have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. The reverse stock split decreased the number of authorized shares of common stock but did not affect the number of authorized shares of the Company's preferred stock or the par value of the common stock.

The Company operates as a single operating segment and reportable segment. The Company’s chief operating decision maker ("CODM") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating the Company’s financial performance. Accordingly, we have concluded that we consist of a single operating segment and reportable segment for accounting and financial reporting purposes. The CODM uses net income as the measure of profit or loss for purposes of assessing segment performance and deciding how to allocate resources, primarily by monitoring actual results against the forecast. As of September 30, 2025 and December 31, 2024, long-lived assets located outside of the United States were not material.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, collectability of accounts receivable, the fair value of financial assets and liabilities, the fair value of acquired assets in a business combination, the fair value of contingent consideration, the useful lives of acquired intangible assets and property and equipment, the impairment of long-lived assets and goodwill, the fair value of warrants, equity awards and share-based compensation expenses, including the derived service period for the awards containing market-based vesting conditions, and the valuation of deferred tax assets. These estimates are inherently subjective in nature and, therefore, actual results may differ from the Company’s estimates and assumptions. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Further, the Company applies judgment in determining whether, directly or indirectly, it has a controlling financial interest in the SAFs, in order to conclude whether any of the SAFs must be consolidated.

The Company believes the estimates and assumptions underlying the unaudited condensed consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2025. These estimates may change as new events occur and additional information is obtained, and related financial impacts will be recognized in the Company’s unaudited condensed consolidated financial statements as soon as those events become known.

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of bank deposit accounts, term deposits (less than 90 days), investments in money market mutual funds, and U.S. government treasury bills.

The Company's investments consist primarily of corporate debt securities and U.S. government and agency securities. These securities are classified as trading and are reported at fair value, with unrealized gains and losses reported in earnings. Purchase premiums and discounts are amortized or accreted using the effective interest method over the life of the related security and included in interest income in the unaudited condensed consolidated statements of operations. The Company also holds term deposits in excess of 90 days, which serve as backstops for certain lease arrangements.

Forge Trust Co., a non-depository South Dakota trust company and wholly-owned subsidiary, offers custodial services for individual retirement accounts ("IRA accounts") for a variety of assets, including at times, uninvested cash.

Forge Trust Co. does not have any beneficial interest in client assets outside of custodial administration fees and does not use client assets for its own purposes. Total assets under custody as of September 30, 2025 and December 31, 2024 are $18.4 billion and $16.9 billion, respectively. Uninvested custodial client cash was $454.4 million and $482.9 million as of September 30, 2025 and December 31, 2024, respectively.

The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their fair values at the date of acquisition. Any excess of the amount paid over the fair values of the identifiable net assets acquired is allocated to goodwill. The estimate of fair value of assets and liabilities requires the use of significant assumptions and estimates. Estimates include, but are not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates are based on assumptions that management believes to be reasonable; however, actual results may differ from these estimates.

The Company has entered into a contingent earn-out arrangement that was determined to be part of the purchase consideration in connection with the business acquisition. The Company classified the arrangement as a liability at the time of the acquisition, as the arrangement has elements of fixed payouts by issuing a variable number of shares. The liability will be remeasured at fair value each subsequent reporting period until settled with changes recognized in "Interest and Other Income" in the accompanying unaudited condensed consolidated statements of operations. See Note 1, "Organization and Description of Business" for additional information.

Transaction costs associated with business combinations are generally expensed as incurred.

Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but tested for impairment annually on October 1, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. The Company has one operating segment and reporting unit, and therefore goodwill is tested for impairment at the entity level. The Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of the reporting unit is less than its carrying value and if so, perform a quantitative test. Events or circumstances that could indicate an impairment include a significant change in the business climate, regulatory environment, established business plans, operating performance indicators, or competition. Potential impairment indicators may also include, but are not limited to, (i) the results of the Company’s most recent annual or interim impairment testing, (ii) downward revisions to internal forecasts, (iii) declines in the Company’s market capitalization below its book value, and the magnitude and duration of those declines, (iv) a reorganization resulting in a change to the Company’s operating segments, and (v) other macroeconomic factors, such as increases in interest rates that may affect the weighted average cost of capital or volatility in the equity and debt markets. If the Company's market capitalization continues to decline or future performance varies from current expectations, assumptions, or estimates, including assumptions related to current macroeconomic uncertainties, this may trigger a future impairment charge. No impairment charges were recognized during the three and nine months ended September 30, 2025 and September 30, 2024, respectively.

Financial instruments that potentially subject the Company to concentrations of credit risk primarily comprise cash and cash equivalents and restricted cash, investments, accounts receivable, term deposits, payment-dependent notes receivable, and payment-dependent notes payable. Cash and cash equivalents and restricted cash may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. The Company performs periodic evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company's investments consist of corporate debt securities and U.S. government and agency securities. The issuers of these debt securities are financially sound and subject to minimal credit risk.

The Company’s exposure to credit risk associated with its contracts with holders of private company securities (“sellers”) and investors (“buyers”) (sellers and buyers collectively "counterparty" or "client") related to the transfer of private securities is measured on an individual counterparty basis. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company’s exposure is monitored in light of changing counterparty and market conditions. As of September 30, 2025 and December 31, 2024, the Company did not have any material concentrations of credit risk outside the ordinary course of business.

As of September 30, 2025 and December 31, 2024, no clients accounted for more than 10% of the Company’s accounts receivable. No client accounted for more than 10% of total revenue, less transaction-based expenses, for the three and nine months ended September 30, 2025 and September 30, 2024.

For the three and nine months ended September 30, 2025 and 2024, revenue outside of the United States (including U.S. territories), based on client billing address, was $2.2 million, $6.4 million, $1.1 million and $4.3 million, respectively.

The Company recognizes certain warrant instruments as derivative liabilities in accordance with ASC 815, Derivatives and Hedging. See Note 3 "Fair Value Measurements". The Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are redeemed, exchanged, expired, or exercised. The Company will continue to adjust the warrant liabilities for changes in the fair value until the earlier of a) the exercise, exchange, or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in-capital.

Comprehensive loss consists of Net loss and Other comprehensive income or loss. The Company's Other comprehensive income or loss is comprised of foreign currency translation gains and losses. Accumulated other comprehensive loss, as presented in the unaudited condensed consolidated financial statements consists of changes in unrealized gains and losses on foreign currency translation.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impacts of this guidance on the Company's Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements of interim and annual reporting periods, including amounts and qualitative descriptions of employee compensation, depreciation, and intangible asset amortization. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The standard should be applied prospectively, although retrospective application is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements and has not yet determined its transition approach.

3 Fair Value Measurements

Cash equivalents, term deposits, corporate debt securities, U.S. government and agency securities, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities are stated at fair value on a recurring basis. Cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time these financial instruments are held to the expected receipt or payment date.

The Company classifies cash equivalents, including money market funds and U.S. government treasury bills, within Level 1 of the fair value hierarchy because the Company values these instruments using quoted market prices. The Company classifies term deposits, corporate debt securities, and U.S. government and agency securities as Level 2 of the fair value hierarchy because these investments are valued using observable market inputs without quoted market prices. The Company classifies the December 2023 Warrants (as defined herein) within Level 2 of the fair value hierarchy as these warrants are valued using a Black-Scholes option-pricing model which uses observable inputs. Assumptions in the model include, but are not limited to, risk-free interest rate, expected volatility of the Company's stock price, expected term and expected dividend yield. The Company classifies Payment-dependent notes receivable and payable and its Private Placement Warrants (as defined herein) as Level 3 of the fair value hierarchy as the fair value measurements are based on valuation techniques that use significant inputs that are unobservable which are described in more detail below.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):

(1) Included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The Company classifies payment-dependent notes receivable and payment-dependent notes payable within Level 3 of the fair value hierarchy if the underlying securities are equity of private companies whose regular financial and nonfinancial information is generally not available other than when it is publicly disclosed, or significant unobservable inputs are used to estimate fair value.

The Company estimates the fair value of payment-dependent notes receivable and payment-dependent notes payable utilizing market data and completed transactions made through the Company’s platform for the relevant private securities as well as mutual fund valuations of private companies as relevant data inputs.

The Company classifies the Private Placement Warrants within Level 3 due to the valuation technique used to estimate fair value. A Monte Carlo simulation model was used to estimate fair value as of September 30, 2025 and December 31, 2024, respectively.

The Company estimated the fair value of the Private Placement Warrant liabilities as of September 30, 2025 and December 31, 2024, respectively, using the following key assumptions:

The Company recorded changes in the fair value of the Private Placement Warrants as follows (in thousands):

(1) The change in fair value of warrant liability is recorded in the unaudited condensed consolidated statement of operations within change in fair value of warrant liabilities.

The Company has recognized contingent consideration in connection with the Accuidity acquisition which closed on July 1, 2025. The Company classifies contingent consideration within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs in the valuation. The fair value was estimated using a Monte Carlo simulation model.

The Company estimated the fair value of the contingent liability as of September 30, 2025 using the following key assumptions:

The Company recorded changes in the fair value of Contingent Consideration as follows (in thousands):

			For the Three months ended September 30,												For the Nine months ended September 30,
			2025						2024						2025						2024
Beginning Balance			$	—					$	—					$	—					$	—
Issuance of contingent consideration			6,023						—						6,023						—
Change in fair value of contingent consideration(1)			(211)						—						(211)						—
Balance, September 30			$	5,812					$	—					$	5,812					$	—

(1) The change in fair value of contingent consideration is recorded in "Interest and Other Income" in the unaudited condensed consolidated statement of operations.

The Company transfers financial instruments out of Level 3 on the date when underlying input parameters are readily observable from active markets with or without quoted market prices.

For Payment-dependent notes receivable and payable, transfers from Level 3 to Level 1 generally relate to a company going public and listing on a national securities exchange. During the periods presented, there were no transfers of payment-dependent notes receivable and payable into or out of Level 3.

The following table provides a reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2025 and 2024 (in thousands):

4 Goodwill and Intangible Assets, Net

The components of goodwill and intangible assets and accumulated amortization are as follows (in thousands):