Organization and Description of Business (Tables)

9 Months Ended

Sep. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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


Total consideration:
Cash consideration - upfront	$	7,258
Holdbacks:
Indemnity escrow	2,250
Other	278
Total holdbacks	2,528
Total cash consideration	9,786
Common stock consideration	15,375
Contingent consideration	6,023
Working capital adjustments, net	(9)
Total fair value of purchase price	$	31,175

Business Combination, Recognized Asset Acquired and Liability Assumed

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):


Assets Acquired
Current assets:
Cash	$	404
Prepaid expenses and other current assets	43
Total current assets	447
Intangible assets, net	6,650
Total assets acquired	$	7,097
Liabilities Assumed
Current liabilities:
Accounts payable	$	36
Accrued expenses	1,898
Total current liabilities	1,934
Total liabilities assumed	$	1,934
Net assets acquired	$	5,163

Total consideration	$	31,175

Goodwill	$	26,012

Business Combination, Intangible Asset, Acquired, Finite-Lived

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

Estimated Useful Life

Amortization Method

Fair Value

Investment management contracts

10 years

straight-line

1,800

Customer relationships

4 years

straight-line

2,800

Investment strategies

10 years

straight-line

1,600

Trade name portfolio

10 years

straight-line

450

Total intangible assets

6,650

Business Combination, Pro Forma 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):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025 (1)		2024		2025		2024
Revenues, net of transaction-based expenses
As Reported	$	20,972	$	19,143	$	73,660	$	60,382
Pro Forma	$	20,972	$	19,552	$	76,557	$	61,915

Loss before provision for income taxes
As Reported	$	(19,506)	$	(18,546)	$	(46,938)	$	(51,106)
Pro Forma	$	(19,506)	$	(19,892)	$	(48,425)	$	(54,900)

(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.

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

Forge Global Holdings, Inc. 10-Q