UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04321 Forge Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 98-1561111 (State or other jur ...

PART I [Business](index=7&type=section&id=Item%201.%20Business) Motive Capital Corp, a blank check company, seeks to complete a business combination by December 2022, focusing on financial technology acquisitions [General and Initial Public Offering](index=7&type=section&id=General%20and%20Initial%20Public%20Offering) Motive Capital Corp, a blank check company, completed its $414 million IPO in December 2020, placing proceeds into a trust account - The company is a blank check company with no operations, formed to effect an initial business combination[17](index=17&type=chunk) Initial Public Offering and Private Placement Details | Metric | Value | | :--- | :--- | | IPO Units Sold | 41,400,000 | | Price per Unit | $10.00 | | Gross IPO Proceeds | $414,000,000 | | Private Placement Warrants | 7,386,667 | | Price per Private Warrant | $1.50 | | Gross Private Placement Proceeds | $11,080,000 | | Amount Placed in Trust Account | $414,000,000 | [Proposed Business Combination](index=7&type=section&id=Proposed%20Business%20Combination) The company entered a definitive merger agreement with Forge Global, Inc. on September 13, 2021, valuing the transaction at $1.5 billion - Entered into a definitive merger agreement with Forge Global, Inc. on September 13, 2021, which will result in Forge becoming a wholly-owned subsidiary of the post-merger company[24](index=24&type=chunk)[26](index=26&type=chunk) - Total consideration for Forge equity holders is valued at **$1.5 billion**, with an aggregate cash component not to exceed **$100 million**[27](index=27&type=chunk) - The transaction is supported by a **$68.5 million** PIPE financing from certain investors at **$10.00 per share**[31](index=31&type=chunk) - An Amended & Restated Forward Purchase Agreement commits purchasers to buy **5 million** Forward Purchase Units, and up to an additional **9 million** units to offset redemptions, for a total potential of **14 million units**[28](index=28&type=chunk) [Business Strategy and Acquisition Criteria](index=11&type=section&id=Business%20Strategy%20and%20Acquisition%20Criteria) The company's strategy focuses on acquiring financial technology companies in North America and Europe, prioritizing strong market positions and financial results - The company focuses on financial software and information services companies within the financial technology sector, specifically targeting sub-sectors like Banking & Payments, Capital Markets, Data & Analytics, Insurance, and Investment Management[34](index=34&type=chunk) - Acquisition criteria include a defensible market position, strong operating and financial results, readiness to be a public company, and offering attractive risk-adjusted returns for shareholders[40](index=40&type=chunk) [Initial Business Combination and Redemption](index=15&type=section&id=Initial%20Business%20Combination%20and%20Redemption) The company must complete its initial business combination by December 15, 2022, with public shareholders having redemption rights subject to asset maintenance - The deadline to complete an initial business combination is **December 15, 2022**[45](index=45&type=chunk) - The initial business combination must be with a target business having an aggregate fair market value of at least **80%** of the assets held in the trust account[43](index=43&type=chunk) - Public shareholders have the right to redeem their shares for cash upon completion of the business combination, but redemptions cannot cause the company's net tangible assets to fall below **$5,000,001**[48](index=48&type=chunk)[49](index=49&type=chunk) - If no business combination is completed within **24 months** of the IPO, the company will cease operations, redeem public shares, and dissolve[52](index=52&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a blank check entity, including failure to complete a business combination, high redemptions, and internal control weaknesses - The company is a blank check entity with no operating history, making it difficult for investors to evaluate its ability to achieve its business objectives[64](index=64&type=chunk) - Failure to complete an initial business combination by the **December 15, 2022** deadline will result in the company's liquidation, with public shareholders receiving their pro-rata share of the trust account and warrants expiring worthless[82](index=82&type=chunk)[87](index=87&type=chunk) - The ability of public shareholders to redeem their shares for cash could make the company's financial condition unattractive to targets or prevent the completion of a business combination if redemption levels are high[79](index=79&type=chunk)[80](index=80&type=chunk) - A material weakness in internal control over financial reporting has been identified regarding the accounting for complex equity instruments, which could adversely affect the ability to report financial results accurately[178](index=178&type=chunk)[181](index=181&type=chunk) - The company's warrants and forward purchase agreement are accounted for as derivative liabilities, and changes in their fair value are included in earnings each period, which may cause volatility in reported financial results[183](index=183&type=chunk) - The report from the independent registered public accounting firm expresses substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation requirement if a business combination is not completed[88](index=88&type=chunk) [Unresolved Staff Comments](index=73&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[215](index=215&type=chunk) [Properties](index=75&type=section&id=Item%202.%20Properties) The company's executive offices are provided by its sponsor, with a potential monthly fee currently waived - Executive offices are provided by the sponsor, with a potential fee of up to **$10,000 per month**, which is currently waived[216](index=216&type=chunk) [Legal Proceedings](index=75&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings - The company is not involved in any material legal proceedings[217](index=217&type=chunk) [Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - No mine safety disclosures are reported[218](index=218&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=76&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, shares, and warrants trade on the NYSE, with no cash dividends paid or planned before a business combination - The company's securities are traded on the NYSE under symbols MOTV.U (units), MOTV (Class A shares), and MOTV WS (warrants)[221](index=221&type=chunk) - No cash dividends have been paid to date, and none are planned prior to the completion of the initial business combination[223](index=223&type=chunk) - Gross proceeds of **$414 million** from the IPO were raised, with the net proceeds placed in a trust account. Transaction costs amounted to approximately **$23.7 million**[226](index=226&type=chunk)[227](index=227&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=78&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For 2021, the company reported net income of $9.4 million, driven by derivative fair value changes, but faces going concern doubt due to liquidation risk Results of Operations | Metric | For the Year Ended Dec 31, 2021 | For the Period from Sep 28, 2020 to Dec 31, 2020 | | :--- | :--- | :--- | | General and administrative expenses | $6.8 million | $35,000 | | Change in fair value of derivative liabilities | $16.1 million (gain) | ($10.7 million) (loss) | | Net Income (Loss) | $9.4 million | ($11.8 million) | - As of December 31, 2021, the company had approximately **$255,000** in cash and a working capital deficit of approximately **$4.9 million**[248](index=248&type=chunk) - Management has determined that the mandatory liquidation requirement if a business combination is not completed by **December 15, 2022** raises substantial doubt about the company's ability to continue as a going concern[252](index=252&type=chunk) - Critical accounting policies include classifying Class A ordinary shares subject to redemption as temporary equity and accounting for warrants and the forward purchase agreement as derivative liabilities, which are remeasured to fair value each reporting period[271](index=271&type=chunk)[277](index=277&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Motive Capital Corp is not required to provide this market risk disclosure - The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company[282](index=282&type=chunk) [Financial Statements and Supplementary Data](index=92&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the full financial statements and supplementary data located at the end of the Form 10-K report - The financial statements are located after Item 16 of the report[283](index=283&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=92&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - There were no disagreements with accountants[284](index=284&type=chunk) [Controls and Procedures](index=92&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in accounting for complex equity instruments, leading to prior restatements - Management concluded that disclosure controls and procedures were not effective as of **December 31, 2021**[285](index=285&type=chunk) - A material weakness was identified in the internal control over financial reporting concerning the interpretation and accounting for complex equity and equity-linked instruments[287](index=287&type=chunk) - This material weakness led to the restatement of the company's balance sheet as of **December 15, 2020**, and financial statements for the period ended **December 31, 2020**, as well as interim statements for **2021**[287](index=287&type=chunk) - Management is working to remediate the weakness by consulting with subject matter experts and improving processes for evaluating complex accounting standards[292](index=292&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=95&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by key executives and a seven-member board, with potential conflicts of interest due to affiliations with Motive Partners Executive Officers and Directors | Name | Title | | :--- | :--- | | Rob Heyvaert | Executive Chairman and Director | | Blythe Masters | Chief Executive Officer and Director | | Kristy Trieste | Chief Financial Officer and Director | | Jill M. Considine | Director | | Stephen C. Daffron | Director | | Dina Dublon | Director | | Paula Madoff | Director | - The board has three standing committees (Audit, Compensation, Nominating and Corporate Governance), each composed entirely of independent directors[319](index=319&type=chunk) - Potential conflicts of interest exist as officers and directors have fiduciary duties to other entities, including Motive Partners and its affiliates, which may have overlapping investment objectives[335](index=335&type=chunk)[336](index=336&type=chunk) [Executive Compensation](index=109&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to officers or directors, with only out-of-pocket expenses reimbursed - No officers or directors have received cash compensation for services rendered[346](index=346&type=chunk) - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses related to company activities, such as identifying target businesses[346](index=346&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=110&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Initial shareholders, including the sponsor, own 100% of Class B shares, giving them significant influence over shareholder votes - The sponsor, officers, and directors as a group beneficially own **100%** of the Class B ordinary shares, which constitutes **20%** of the company's total outstanding ordinary shares[350](index=350&type=chunk)[354](index=354&type=chunk) - Only holders of Class B ordinary shares have the right to vote for the election of directors prior to the initial business combination[354](index=354&type=chunk) - Significant beneficial owners of Class A ordinary shares include Weiss Asset Management LP (**7.3%**) and Citadel Advisors LLC (**6.6%**) as of their respective filing dates[350](index=350&type=chunk)[352](index=352&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=112&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has several related party transactions with its sponsor, and four of its seven directors are independent - The sponsor purchased **10,350,000** founder shares (after adjustments) for **$25,000** and **7,386,667** private placement warrants for **$11.08 million**[357](index=357&type=chunk)[358](index=358&type=chunk) - The board of directors has determined that Dina Dublon, Jill M. Considine, Paula Madoff, and Stephen C. Daffron are independent directors[368](index=368&type=chunk) - The audit committee is responsible for reviewing and approving all related party transactions exceeding **$120,000**[366](index=366&type=chunk) [Principal Accountant Fees and Services](index=116&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent auditor, WithumSmith+Brown, PC, was paid $144,200 in audit fees for FY 2021, with all services pre-approved Accountant Fees (WithumSmith+Brown, PC) | Fee Category | FY 2021 | Period Ended Dec 31, 2020 | | :--- | :--- | :--- | | Audit Fees | $144,200 | $92,700 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $3,605 | $0 | | All Other Fees | $0 | $0 | PART IV [Exhibits, Financial Statement Schedules](index=117&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including the merger agreement and charter documents - This section provides an index of all exhibits filed with the Form 10-K, including the merger agreement, charter documents, and various other agreements[376](index=376&type=chunk)[377](index=377&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=121&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion but highlighted substantial doubt about the company's going concern ability due to mandatory liquidation risk - The auditor's report contains a "Going Concern" paragraph, raising substantial doubt about the company's ability to continue operations if a business combination is not completed by the deadline[389](index=389&type=chunk) [Consolidated Financial Statements](index=123&type=section&id=Consolidated%20Financial%20Statements) The financial statements show $414.1 million in the trust account, a $43.7 million shareholders' deficit, and a $9.4 million net income for 2021 Consolidated Balance Sheet Data (as of Dec 31) | Account | 2021 | 2020 | | :--- | :--- | :--- | | Cash | $254,726 | $1,674,650 | | Cash and Investments held in Trust Account | $414,111,439 | $414,020,525 | | Total Liabilities | $44,368,676 | $55,438,801 | | Class A ordinary shares subject to possible redemption | $414,000,000 | $414,000,000 | | Total shareholders' deficit | ($43,728,277) | ($53,092,021) | Consolidated Statement of Operations Data | Account | Year Ended Dec 31, 2021 | Period Ended Dec 31, 2020 | | :--- | :--- | :--- | | General and administrative expenses | ($6,829,050) | ($35,004) | | Change in fair value of derivative liabilities | $16,101,880 | ($10,659,080) | | Net income (loss) | $9,363,744 | ($11,799,629) | [Notes to Consolidated Financial Statements](index=127&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's formation, IPO, proposed merger, accounting policies, related party transactions, and a decrease in derivative liabilities - The company has until **December 15, 2022**, to consummate a Business Combination, or it will be required to liquidate[422](index=422&type=chunk) - All **41,400,000** Class A ordinary shares are classified as temporary equity due to redemption features and are carried at their redemption value of **$414 million**[459](index=459&type=chunk) - The fair value of derivative liabilities (public warrants, private warrants, and forward purchase agreement) decreased from **$40.5 million** as of **Dec 31, 2020**, to **$24.4 million** as of **Dec 31, 2021**, resulting in a non-operating gain[512](index=512&type=chunk)[514](index=514&type=chunk)

M a r c h 2 0 2 2 The Private Market Future Starts Now Disclaimer Disclosures This presentation has been prepared for use by Motive Capital Corp ("Motive") and Forge Global, Inc. ("Forge") in connection with their proposed business combination. This presentation is for information purposes only and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Motive and Forge. Neither Motive nor Forge makes any representation or warranty as to the accuracy or completeness ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MOTIVE CAPITAL CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-39794 98-1561111 (State or other jurisd ...

Table of Contents For the transition period from to MOTIVE CAPITAL CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-39794 98-1561111 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30 ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents Motive Capital Corp's unaudited condensed financial statements and management's discussion for the period [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents Motive Capital Corp's unaudited condensed financial statements for Q1 2021 and the prior year-end balance sheet [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides the condensed balance sheets as of March 31, 2021, and December 31, 2020 Condensed Balance Sheet Data | Metric | March 31, 2021 (Unaudited) | December 31, 2020 | | :-------------------------------- | :--------------------------- | :------------------ | | Cash | $1,230,502 | $1,674,650 | | Prepaid expenses | $552,011 | $651,605 | | Investments held in Trust Account | $414,080,084 | $414,020,525 | | Total Assets | $415,862,597 | $416,346,780 | | Accounts payable | $51,255 | $961 | | Accrued expenses | $93,450 | $415,560 | | Total current liabilities | $144,705 | $416,521 | | Deferred underwriting commissions | $14,490,000 | $14,490,000 | | Derivative warrant liabilities | $19,402,100 | $40,532,280 | | Total liabilities | $34,036,805 | $55,438,801 | | Class A ordinary shares subject to possible redemption | $376,825,790 | $355,907,970 | | Total shareholders' equity | $5,000,002 | $5,000,009 | | Total Liabilities and Shareholders' Equity | $415,862,597 | $416,346,780 | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) This section presents the unaudited condensed statement of operations for the three months ended March 31, 2021 Unaudited Condensed Statement of Operations Data | Metric | Three Months Ended March 31, 2021 | | :------------------------------------------------ | :-------------------------------- | | General and administrative expenses | $271,926 | | Loss from operations | $(271,926) | | Change in fair value of derivative warrant liabilities | $21,130,180 | | Gain on marketable securities, dividends and interest held in Trust Account | $59,559 | | Net income | $20,917,813 | | Basic and diluted net income per share, Class A redeemable ordinary shares | $0.00 | | Basic and diluted net income per share, non-redeemable ordinary shares | $2.02 | [Unaudited Condensed Statement of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) This section details the unaudited condensed statement of changes in shareholders' equity Unaudited Condensed Statement of Changes in Shareholders' Equity Data | Metric | December 31, 2020 | March 31, 2021 | | :-------------------------------- | :---------------- | :------------- | | Total Shareholders' Equity | $5,000,009 | $5,000,002 | | Net income | - | $20,917,813 | | Shares subject to possible redemption impact | - | $(20,917,820) | - The company reported a net income of **$20,917,813** for the three months ended March 31, 2021, which was offset by a **$20,917,820** reduction due to shares subject to possible redemption, resulting in a slight decrease in total shareholders' equity from **$5,000,009** to **$5,000,002**[13](index=13&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) This section outlines the unaudited condensed statement of cash flows for the three months ended March 31, 2021 Unaudited Condensed Statement of Cash Flows Data | Metric | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | | Net income | $20,917,813 | | Net cash used in operating activities | $(444,148) | | Cash - beginning of the period | $1,674,650 | | Cash - end of the period | $1,230,502 | | Change in value of Class A common shares subject to possible redemption | $20,917,820 | - Despite a net income of **$20.9 million**, the company experienced a net cash outflow from operating activities of **$444,148**, primarily due to adjustments for non-cash items like the change in fair value of derivative warrant liabilities and gain on marketable securities[15](index=15&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides comprehensive notes on the company's organization, accounting policies, and financial instruments [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) This note describes Motive Capital Corp's formation as a blank check company and its operational objectives - Motive Capital Corp is a blank check company incorporated in September 2020, formed to effect a business combination[17](index=17&type=chunk)[18](index=18&type=chunk) - The company completed its IPO on December 15, 2020, raising **$414 million**, which was placed in a Trust Account[19](index=19&type=chunk) - Operations are currently limited to searching for a target business, generating non-operating income from interest on Trust Account investments[21](index=21&type=chunk) - The company has until **December 15, 2022**, to consummate a Business Combination, or it will redeem 100% of public shares and liquidate[26](index=26&type=chunk) Selected Financial Data | Metric | March 31, 2021 | | :---------------- | :------------- | | Cash | $1.2 million | | Working Capital | $1.6 million | [Note 2—Basis of Presentation and Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%E2%80%94Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the financial statement preparation basis and key accounting policies, including fair value and derivatives - The financial statements are prepared in accordance with GAAP for interim information, with the company electing the extended transition period for new accounting standards as an 'emerging growth company'[32](index=32&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - Investments in the Trust Account are classified as trading securities and measured at fair value, consisting of U.S. government securities or money market funds[39](index=39&type=chunk) - Derivative instruments, including warrants and the forward purchase agreement, are recognized as liabilities at fair value and re-measured each reporting period, with changes recognized in the statement of operations[45](index=45&type=chunk)[46](index=46&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity, outside of shareholders' equity, due to redemption rights outside the company's control[49](index=49&type=chunk) - The company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision[52](index=52&type=chunk) - Net income per ordinary share is calculated using the two-class method, with warrants and the forward purchase agreement being anti-dilutive and not included in diluted EPS[53](index=53&type=chunk)[54](index=54&type=chunk) [Note 3—Initial Public Offering](index=16&type=section&id=Note%203%E2%80%94Initial%20Public%20Offering) This note details the proceeds and structure of the company's Initial Public Offering - The company sold **41,400,000 Units** in its IPO at **$10.00 per Unit**, generating **$414,000,000**, with each Unit including one Class A ordinary share and one-third of one redeemable Public Warrant[57](index=57&type=chunk) [Note 4—Private Placement](index=16&type=section&id=Note%204%E2%80%94Private%20Placement) This note describes the private placement of warrants to the Sponsor and the use of proceeds - Simultaneously with the IPO, the Sponsor purchased **7,386,667 Private Placement Warrants** at **$1.50 each**, totaling **$11,080,000**, with proceeds added to the Trust Account[58](index=58&type=chunk) [Note 5—Related Party Transactions](index=16&type=section&id=Note%205%E2%80%94Related%20Party%20Transactions) This note discloses transactions and agreements with the company's Sponsor and affiliates - The Sponsor holds **10,350,000 Class B ordinary shares** (Founder Shares), subject to transfer restrictions until one year after a Business Combination or certain share price thresholds are met[59](index=59&type=chunk)[61](index=61&type=chunk) - The Sponsor or affiliates may provide 'Working Capital Loans' to finance Business Combination costs, repayable from Trust Account proceeds if a combination closes, or convertible into warrants[62](index=62&type=chunk) - The company had a **$300,000** unsecured promissory note with the Sponsor, of which **$130,492** was borrowed and repaid in full on December 16, 2020[63](index=63&type=chunk) - An administrative support agreement with the Sponsor for up to **$10,000** monthly fees was in place, but no fees were incurred as of March 31, 2021, as the Sponsor waived them[64](index=64&type=chunk) [Note 6—Commitments and Contingencies](index=19&type=section&id=Note%206%E2%80%94Commitments%20and%20Contingencies) This note outlines registration rights, deferred underwriting commissions, and COVID-19 impact assessment - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants have registration rights for their securities[65](index=65&type=chunk) - Deferred underwriting commissions of **$14,490,000** are payable to underwriters only upon completion of a Business Combination[67](index=67&type=chunk) - Management is evaluating the impact of the COVID-19 pandemic, noting potential negative effects on financial position and search for a target company, though the specific impact is not yet determinable[68](index=68&type=chunk) [Note 7—Derivative Liabilities](index=19&type=section&id=Note%207%E2%80%94Derivative%20Liabilities) This note details the company's outstanding public warrants, private placement warrants, and forward purchase agreement - As of March 31, 2021, the company had **13,800,000 Public Warrants**, **7,386,667 Private Placement Warrants**, and a forward purchase agreement for up to **14,000,000 forward purchase units** outstanding[69](index=69&type=chunk) - Public Warrants become exercisable **30 days** after a Business Combination or **one year** from IPO closing, expiring **five years** from Business Combination completion[69](index=69&type=chunk) - The company may redeem Public Warrants at **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[72](index=72&type=chunk) - The company may also redeem Public Warrants at **$0.10 per warrant** if the Class A ordinary share price equals or exceeds **$10.00**, allowing cashless exercise prior to redemption[73](index=73&type=chunk) - Private Placement Warrants are identical to Public Warrants but are non-transferable/assignable for **30 days** post-Business Combination and are exercisable on a cashless basis and non-redeemable as long as held by initial purchasers or permitted transferees[77](index=77&type=chunk) - A forward purchase agreement with sponsor affiliates commits to purchase **14,000,000 forward purchase units** for **$140,000,000** concurrently with a Business Combination, subject to investment committee approval and capital sufficiency[78](index=78&type=chunk) [Note 8—Shareholders' Equity](index=24&type=section&id=Note%208%E2%80%94Shareholders'%20Equity) This note describes the authorized and outstanding preference, Class A, and Class B ordinary shares - The company is authorized to issue **5,000,000 preference shares**, but none were issued or outstanding as of March 31, 2021, and December 31, 2020[80](index=80&type=chunk) - As of March 31, 2021, there were **3,717,421 Class A ordinary shares** issued and outstanding (excluding **37,682,579** subject to redemption), and **10,350,000 Class B ordinary shares** issued and outstanding[81](index=81&type=chunk)[82](index=82&type=chunk) - Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis upon consummation of a Business Combination, subject to adjustment to ensure they represent **20%** of total Class A ordinary shares outstanding post-conversion[84](index=84&type=chunk) [Note 9—Fair Value Measurements](index=25&type=section&id=Note%209%E2%80%94Fair%20Value%20Measurements) This note provides details on the fair value measurement of derivative liabilities and their impact on financial results Derivative Liability Fair Value Changes | Derivative Liability | December 31, 2020 | March 31, 2021 | Change in Fair Value | | :-------------------------------- | :------------------ | :------------- | :------------------- | | Warrant liabilities – Public | $21,390,000 | $12,144,000 | $(9,246,000) | | Warrant liabilities – Private | $11,449,330 | $6,500,270 | $(4,949,060) | | Forward purchase agreement | $7,692,950 | $757,830 | $(6,935,120) | | Total Derivative Liabilities | $40,532,280 | $19,402,100 | $(21,130,180) | - The company recognized a non-operating gain of approximately **$21.1 million** for the three months ended March 31, 2021, due to a decrease in the fair value of derivative liabilities[88](index=88&type=chunk) - Public Warrants were transferred from Level 3 to Level 1 fair value measurement in February 2021 due to active market listing, while Private Placement Warrants were transferred from Level 3 to Level 2[85](index=85&type=chunk)[86](index=86&type=chunk) [Note 10—Subsequent Events](index=27&type=section&id=Note%2010%E2%80%94Subsequent%20Events) This note confirms no subsequent events requiring adjustment or disclosure were identified - The company did not identify any subsequent events requiring adjustment or disclosure in the unaudited condensed financial statements up to the date of issuance[90](index=90&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for Q1 2021 [Overview](index=28&type=section&id=Overview) This section provides a general overview of Motive Capital Corp's nature as a blank check company and its IPO - Motive Capital Corp is a blank check company formed in September 2020 to effect a business combination[94](index=94&type=chunk)[95](index=95&type=chunk) - Its IPO in December 2020 raised **$414 million**, placed in a Trust Account[97](index=97&type=chunk) - The company has until **December 15, 2022**, to complete a Business Combination, after which it will liquidate and redeem public shares if unsuccessful[99](index=99&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including net income and expenses, for the reporting period - For the three months ended March 31, 2021, the company reported a net income of approximately **$20.9 million**, primarily driven by a **$21.1 million** non-operating gain from the change in fair value of derivative liabilities and **$60,000** in investment income from the Trust Account, partially offset by **$272,000** in general and administrative expenses[101](index=101&type=chunk) - The company's activity has been limited to searching for a prospective initial Business Combination, and it will not generate operating revenues until after its completion[100](index=100&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, working capital, and ability to meet its financial obligations Selected Financial Data | Metric | March 31, 2021 | | :---------------- | :------------- | | Cash | $1.2 million | | Working Capital | $1.6 million | - Management believes the company has sufficient working capital and borrowing capacity to meet its needs through the earlier of a Business Combination or one year from filing, utilizing funds outside the Trust Account for operational expenses and due diligence[104](index=104&type=chunk) - The Sponsor or affiliates may provide 'Working Capital Loans' to finance transaction costs, repayable from Trust Account proceeds upon Business Combination completion or convertible into warrants[103](index=103&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) This section outlines the company's contractual commitments and long-term liabilities - The company reported no long-term debt, capital lease, operating lease, purchase obligations, or long-term liabilities as of March 31, 2021[106](index=106&type=chunk) [Critical Accounting Policies](index=32&type=section&id=Critical%20Accounting%20Policies) This section details the significant accounting policies and estimates used in preparing the financial statements - The company's critical accounting policies involve estimates and judgments, particularly regarding the fair value of financial instruments and accrued expenses[107](index=107&type=chunk) - Derivative instruments (warrants and forward purchase agreements) are recognized as liabilities at fair value and re-measured each period, with changes impacting the statement of operations[108](index=108&type=chunk)[109](index=109&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the company's control[110](index=110&type=chunk) - Net income per ordinary share is computed using the two-class method, with warrants and the forward purchase agreement being anti-dilutive[112](index=112&type=chunk)[113](index=113&type=chunk) - The company early adopted ASU 2020-06 on January 1, 2021, which simplifies accounting for convertible instruments, with no impact on financial position, results of operations, or cash flows[114](index=114&type=chunk) [Off-Balance Sheet Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements as of the reporting date - As of March 31, 2021, the company did not have any off-balance sheet arrangements[116](index=116&type=chunk) [JOBS Act](index=34&type=section&id=JOBS%20Act) This section discusses the company's status as an 'emerging growth company' and its election regarding accounting standards - The company qualifies as an 'emerging growth company' under the JOBS Act and has elected to delay the adoption of new or revised accounting standards, which may affect comparability with other public companies[117](index=117&type=chunk) - The company is evaluating other reduced reporting requirements provided by the JOBS Act, including exemptions from auditor attestation on internal controls, certain executive compensation disclosures, and PCAOB requirements[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Motive Capital Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of disclosure controls and changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section evaluates the effectiveness of the company's disclosure controls and procedures, noting any material weaknesses - The company's disclosure controls and procedures were not effective as of March 31, 2021, due to a material weakness in internal control over financial reporting, as described in its Annual Report on Form 10-K/A[120](index=120&type=chunk) - Despite the material weakness, management performed additional analysis to ensure the unaudited interim financial statements were prepared in accordance with GAAP and fairly present the financial position, results of operations, and cash flows[120](index=120&type=chunk) [Changes in Internal Control over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any changes in internal control over financial reporting during the period - No change in internal control over financial reporting occurred during the three months ended March 31, 2021, that materially affected, or is reasonably likely to materially affect, internal control over financial reporting[122](index=122&type=chunk) - Management has implemented remediation steps to address the material weakness related to the presentation of warrants as equity instead of liability and enhanced supervisory review of accounting procedures[122](index=122&type=chunk) [PART II. OTHER INFORMATION](index=35&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) Motive Capital Corp reported no legal proceedings as of the filing date - There are no legal proceedings[125](index=125&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K/A - No material changes from the risk factors previously disclosed in the Annual Report on Form 10-K/A filed on June 2, 2021[127](index=127&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the use of proceeds from the company's Initial Public Offering and Private Placement - The IPO, declared effective on December 10, 2020, involved the sale of **41,400,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$414,000,000**[128](index=128&type=chunk) - A total of **$414,000,000** from the net proceeds of the IPO and Private Placement was placed in a trust account[129](index=129&type=chunk) - Transaction costs amounted to approximately **$23,700,000**, including underwriting fees and deferred underwriting fees[129](index=129&type=chunk) - There has been no material change in the planned use of proceeds as described in the company's registration statement on Form S-1[129](index=129&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Motive Capital Corp reported no defaults upon senior securities - There are no defaults upon senior securities[130](index=130&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Motive Capital Corp - This item is not applicable[131](index=131&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) Motive Capital Corp reported no other information required under this item - There is no other information to report[132](index=132&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications and XBRL data files - The exhibits include certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) and 18 U.S.C. Section 1350[133](index=133&type=chunk)[136](index=136&type=chunk) - XBRL Instance Document, Taxonomy Extension Schema Document, Calculation Linkbase Document, Definition Linkbase Document, Label Linkbase Document, and Presentation Linkbase Document are included as exhibits[133](index=133&type=chunk)[138](index=138&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) This section contains the official signatures for the report - The report was signed on behalf of Motive Capital Corp by Blythe Masters, Chief Executive Officer, on June 7, 2021[140](index=140&type=chunk)[141](index=141&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39794 MOTIVE CAPITAL CORP (Exact name of Registrant as specified in its Charter) Cayman Islands 98-1561111 (State or other jurisdicti ...