XML 39 R24.htm IDEA: XBRL DOCUMENT
v3.22.4

Net Loss Per Share | 12 Months Ended
--- | ---
Dec. 31, 2022
Earnings Per Share [Abstract] |
Net Loss Per Share | Net Loss per Share Prior to the Merger and prior to effecting the recapitalization, the holders of Legacy Forge's Class AA, Class EE-1, and Class EE-2 common stock were entitled to the same right to participate in the Company’s gains or losses. Therefore, net loss per share is presented as a single class of common stock. Earnings per share calculations for all periods prior to the Merger have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the reverse capitalization. Subsequent to the Merger, the Company has one class of common stock. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period using the two-class method. The Company’s convertible notes, convertible preferred stock, stock options, warrants, and early exercised stock options are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders because the holders of these securities do not have a contractual right to share in the Company's losses, and their effect would be antidilutive. Therefore, the net loss for the year ended December 31, 2022 was attributed to common stockholders only. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except for share and per share data):
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
Numerator: |  |  |  |  |
Net loss attributable to Forge Global Holdings, Inc., basic | $ | (111,859) |  |  | $ | (18,499) |  |  | $ | (9,712) |
Less: Mark to market gain for Junior Preferred Stock warrants | $ | (3,924) |  |  | $ | — |  |  | $ | — |
Net loss attributable to common stockholders, diluted | $ | (115,783) |  |  | $ | (18,499) |  |  | $ | (9,712) |
Denominator: |  |  |  |  |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic | 143,839,981 |  |  | 54,295,304 |  |  | 37,308,450 |
Dilutive effect of common share equivalents | 1,173,365 |  |  | — |  |  | — |
Weighted-average number of shares used to compute net loss per share attributable to common stockholders, diluted | 145,013,346 |  |  | 54,295,304 |  |  | 37,308,450 |
Net loss per share attributed to common stockholders: |  |  |  |  |
Basic | $ | (0.78) |  |  | $ | (0.34) |  |  | $ | (0.26) |
Diluted | $ | (0.80) |  |  | $ | (0.34) |  |  | $ | (0.26) |
The following potentially dilutive shares were excluded in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
Convertible notes | — |  | — |  | 5,355,092
Convertible preferred stock | — |  | 73,914,150 |  | 49,084,184
Outstanding options | 12,853,072 |  | 15,712,437 |  | 10,021,682
Common stock and preferred stock warrants | 3,282,652 |  | 3,774,436 |  | 3,774,436
Private Placement Warrants issued upon Merger | 7,386,667 |  | — |  | —
Common stock subject to repurchase | 1,064,323 |  | 11,400,806 |  | 9,631,906
Restricted stock units | 10,884,476 |  | — |  | —
Total | 35,471,190 |  | 104,801,829 |  | 77,867,300

X
- References No definition available. + Details
Name: | us-gaap_EarningsPerShareAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for earnings per share. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -URI https://asc.fasb.org/topic&trid=2144383 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257 + Details
Name: | us-gaap_EarningsPerShareTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration