Forge Global Advisors LLC (“FGA”) was founded in June 2016 and is an SEC Registered
Investment Adviser since 2019. FGA is a Delaware limited liability company with its principal
place of business located in San Francisco, California. FGA is a wholly owned subsidiary of Forge
Global, Inc. (“Forge”), a Delaware corporation founded in January 2014. Forge operates a web-
based platform that allows any individual or legal entity that creates a user profile on the Forge
website (www.ForgeGlobal.com) to access Forge’s interactive portal for the purpose of obtaining
information about private companies or submitting an indication(s) of interest (“IOI”) to buy or
sell shares of a private company (“Forge Platform”). Forge Securities LLC (“the Broker”), FGA’s
registered broker-dealer affiliate, operates a platform which facilitates the trading of private
company securities and private funds (the “ATS”, or "ForgeX"). The ATS facilitates primary
issuances and secondary transactions in unregistered securities. Through the Broker, accredited
investors may purchase interests in a pooled investment vehicle formed to hold each such investment
(each, a “Fund” and, collectively, the “Funds”).
Each Fund is typically a series of a Delaware series limited liability company, formed (or to be
formed) as of its first closing. Each Fund is formed for the sole purpose of acquiring exposure to
specifically identified unregistered shares of stock (the “Identified Shares”) issued by the company
identified in the Private Placement Memorandum of such Fund (the “Portfolio Company”). Each
Fund acquires such exposure through one or more instruments (collectively, “Portfolio Company
Securities”), which may include among other things: (i) forward contracts that contemplate delivery
of Portfolio Company stock in the future, (ii) Portfolio Company stock directly purchased, (iii)
securities convertible into or exchangeable for shares of Portfolio Company stock, or (iv) holding
companies, funds, special purpose vehicles, or other entities, or interests therein, that own any of the
foregoing. Thus, each Fund’s portfolio will consist of its investors’ pro rata share of any Portfolio
Company Securities purchased following the Fund’s organization.
Portfolio Company Securities will be acquired by a Fund from their current holders, who among
others may include holders of Portfolio Company shares (each such seller, a “Shareholder”) in
privately negotiated transactions between Shareholders and the Fund (“Private Secondary
Transactions”), each intended to preserve the applicable private placement exemptions under the
Securities Act of 1933, as amended, pursuant to which the Portfolio Company issued those shares,
and also potentially acquired directly from the Portfolio Company in a primary issuance of Portfolio
Company stock.
The activities of the Fund do not constitute a managed investment program.
Funds are expected to be formed from time to time as additional investment interest is received. The
Funds are wholly owned by investors. As the appointed Manager of the Funds, FGA serves as each
Fund’s statutory “manager” as such term is defined in the Delaware Limited Liability Investment
Company Act. The Manager may hold a Fund interest that is neither denominated in units nor
counted towards determining unit-share parity. In that role, the Manager will be responsible for
handling accounting, recordkeeping, custody of Fund assets, Fund distributions, investor
communications and compliance, and other matters described in each Fund’s private placement
memorandum, including all
management decisions regarding the business of the Fund. The Manager
may be removed and/or replaced as provided in each Fund’s agreement and master LLC agreement.
Each Fund’s only asset is a single investment for which it was formed. The assets and liabilities of
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each Fund are kept separate and distinct and there is no commingling of funds or re-investment
ability. The Manager will hold, or arrange for the Fund or a third-party custodian to hold in
safekeeping (at the Fund’s expense), all Portfolio Company Securities and other non-cash assets of
the Fund.
Forge Global Inc. is the principal owner of FGA.
FGA provides investment advisory services to the Funds on a limited discretionary basis, as each
Fund is formed for a specific investment and is subject to investment guidelines; generally limiting
the Fund to such investment.
A. Describe the types of advisory services you offer. If you hold yourself out as specializing
in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you
provide investment advice only with respect to limited types of investments, explain the
type of investment advice you offer, and disclose that your advice is limited to those
types of investments.
The Funds are generally formed to invest in unregistered shares of stock of privately held companies.
The Broker offers investors the ability to participate in investment opportunities via a Fund, which
will buy an interest in such underlying investment opportunity (as described above). Such
investments typically have a one to ten year expected duration, but may be held for an indefinite
duration. Accordingly, the advisory services performed by FGA are limited to monitoring and
managing each Fund’s existing investments in such assets, advising each Fund regarding the same
and coordinating distribution of proceeds and the ultimate liquidation of each Fund.
B. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
Each of the Funds is created for a specific investment, in a specific issuer. Accordingly, FGA does not
have discretion to make any investment on behalf of a Fund, save for the specific investment for
which such Fund was formed. FGA tailors its advisory services to such Fund and its investment
guidelines. Each Fund’s operating agreement or similar governing documents restrict FGA from
purchasing on behalf of such Fund any securities or investments other than the initial investment of
such Fund.
C. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and
how you manage other accounts, and (2) explain that you receive a portion of the wrap
fee for your services.
FGA does not participate in wrap fee programs.
D. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, Forge Global Advisors LLC’s Regulatory Assets Under Management
were as follows:
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Discretionary $474,762,780.00
Non-Discretionary $0.00
Total Assets Under Management $474,762,780 .00
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