Forge Global Holdings, Inc. (NYSE:FRGE) Q3 2024 Earnings Call Transcript

Forge Global Holdings, Inc. (NYSE:FRGE) Q3 2024 Earnings Call Transcript November 7, 2024

Operator: Good afternoon. My name is John, and I will be your conference operator today. At this time, I’d like to welcome everyone to the Forge Third Quarter Fiscal 2024 Financial Results Conference Call. On today’s Forge Global call will be Kelly Rodriques, CEO; Mark Lee, CFO; Lindsay Riddell, Executive Vice President of Corporate Marketing and Communications; and Dominic Paschel, SVP of Finance and Investor Relations. [Operator Instructions] And, now, I will now turn the call over to Lindsay Riddell. Ms. Riddell, you may begin your conference.

Lindsay Riddell: Thank you, John, and thank you all for joining us today for Forge’s third quarter 2024 earnings call. Joining me today are Forge’s CEO, Kelly Rodriques; and Forge’s CFO Mark Lee. They will share prepared remarks regarding the quarter’s results, and then take your questions at the end. Just after market close today, we issued a press release announcing Forge’s third quarter 2024 financial results. A discussion of our results today complements the press release, which is available on the Investor Relations page of our website. This conference call is being webcast live and will be available as a replay for 30 days, beginning about 1-hour after the conclusion of this call. There’s also an Investor Presentation on our IR page.

During this conference call, we may make forward-looking statements based on current expectations, forecasts and projections as of today’s date. Any forward-looking statements that we make are subject to various risks and uncertainties, and there are important factors that could cause actual outcomes to differ materially from those included in the statements. We discuss these factors in our SEC filings, including our quarterly report on Form 10-Q, which can soon be found on the IR page of our website and the SEC filings website. As 25 a reminder, we are not required to update our forward-looking statements. In our presentation today, unless otherwise noted, we will be discussing adjusted financial measures, which are non-GAAP measures that we believe are meaningful when evaluating the company’s performance.

For detailed disclosures on these measures and the GAAP reconciliations, you should refer to the financial data contained within our press release, which is also posted to the IR page of our website. Additionally, we have posted our third quarter supplemental information on the same page. Today’s discussion will focus on the third quarter 2024 results. As always, we encourage you to evaluate both annual and quarterly results for a full picture of Forge’s performance, which can be affected by unexpected events that are outside our control. With that, I’ll turn it over to Kelly.

Kelly Rodriques: Thank you Lindsay and Dom, good afternoon, everyone, and thank you for joining us today. I’ll start today with a high-level summary of our results and touch on a few of the highlights from the quarter. These include exciting technology and product innovations that are helping us to expand access and improve the experience for all participants in the private market. In Q3, total revenue less transaction-based expenses for the quarter totaled $19.1 million, down from Q2 2024, but up compared to the year-ago quarter. Net marketplace revenue slowed to $8.6 million, as the pre-election summer months were marked by slower trading activity; but was up 21% year-over-year. We continue to see a broad set of investors engaging in the market through our platform.

While we deliver access across the spectrum of participants, institutions make up our largest book of business. There are more than 20,000 institutions registered on our platform. And institutions account for at least two-thirds of our buy-side volume annually since 2021. Institutional investors come to Forge, because of our credibility, our track record of delivering access and closing trades, and because of the unique proprietary pricing insights we’re able to deliver through our platform to inform investment decisions. To that end, in Q3 we announced Forge Price, a breakthrough in pricing transparency for the private market. Forge Price is a single, derived share price for more than 240 of the most liquid private companies. It serves as an indicator of the most current price per share of a company based on a combination of secondary market transactions, recent funding rounds and indications of interest.

Forge Price is the pricing model that underlies our 66 indices and that feeds the up-to-date pricing insights delivered through our platform. We believe that unique insight into up-to-date private market pricing serves as an advantage when it comes to evaluating trends in performance in the private market. In September, we identified the Private Market Magnificent 7, a group of the largest, most resilient, and best performing companies in the private market. Forge Price makes this type of analysis and market insight possible. And we’re excited about the potential for future partnerships and visibility now possible with Forge Price. Our continued investment in the Forge Next Generation Platform allows us to better expose pricing data, improve the client experience, and drive further efficiency into the trading process.

We believe we’re already seeing results, from enhancements we made in Q3 to our client onboarding experience, that makes it easier for clients to make decisions and enter competitive bids and offers in private market shares. We aim to provide the most advanced, globally scalable platform and expand access for participants, in support of the capital and liquidity needs of world-changing companies. Through the deployment of the Forge Next Generation Platform, we believe we are realizing that objective. Now, before I turn it over to Mark Lee to give a detailed look at our financials for the quarter, I wanted to give an update on what we announced last quarter regarding our intention to accelerate our timeline to profitability with the aim of reaching breakeven adjusted EBITDA in 2026.

We took additional actions in the third quarter to set that goal in motion. As you’ll hear from Mark, you’ll see an increase in adjusted EBITDA loss in the quarter. This is related to one-time severance expenses associated with the announced reduction in force, and other personnel expenses, as we prepare the organization for profitability. We anticipate narrowing our adjusted EBITDA losses in the coming quarters as per our plan. However, along the way we’ll also invest in engineering support from offshore resources, which will ultimately reduce our future engineering costs, but may result in increased engineering spend over the next couple of quarters. So with that, I’ll turn it over to Mark for the detailed financials, and then will follow-up with a look at the broader market and a view into what’s next for Forge.

Mark?

Mark Lee: Thanks, Kelly. In the third quarter of 2024, Forge’s total revenue less transaction-based expenses was $19.1 million, as compared to $22 million from last quarter and $18.4 million in the year-ago quarter. After 5 quarters of sequential revenue growth, we experienced the anticipated seasonal summer slowdown. As we enter the fourth quarter, we are seeing positive trends in our leading private market indicators such as declining bid-ask spreads and improving valuations. However, factors including the highly contentious U.S. presidential election, the uncertain pace of Fed interest rate reductions, and continued geopolitical instability and conflicts have weighed on investor sentiment. Total marketplace revenues, less transaction-based expenses, totaled $8.6 million in the current quarter compared to $11.4 million in the prior quarter.

This represents a 21% improvement from $7.1 million in the year-ago quarter, and an 87% improvement from the trough of $4.6 million recorded in Q1 of 2023. Year-to-date total marketplace revenues, less transaction-based expenses, have increased 64%, to $28.6 million from $17.4 million for the corresponding 9 months in 2023. Transaction volume for the quarter of $338 million decreased from $426 million in the prior quarter. Meanwhile, year-to-date volume is up 99% to $1 billion from $515 million on a year-over-year basis. Our net take rate of 2.6% declined slightly from 2.7% in the prior quarter. As we’ve talked about in prior quarters, net take rate fluctuates depending on the mix of trading in any given period. Through 2024, trade sizes have increased 11% over 2023, which has contributed to our significant volume growth, while at the same time driving take rates lower.

In addition, we are also observing greater customer interest in third-party investment vehicles. While this adds another means of accessing liquidity in highly sought after private companies, take rates are often lower for these types of transactions, which Forge facilitates. Total custodial administration fees were $10.5 million, roughly flat to the prior quarter. Our custodial cash balances totaled $470 million at the end of Q3 as compared to $495 million at the end of Q2, and $505 million at the end of 2023. The rate of decline in custodial cash balances has been steadily improving with a modest 7% year-to-date decline in 2024 from an annual decline of 20% in 2023, as the long-anticipated declines in the Fed funds rate have finally started.

As of the end of Q3, total custody accounts were 2.3 million and assets under custody were $16.6 billion, both essentially flat to last quarter. Our $18.8 million third quarter net loss increased from $14 million quarter-over-quarter. This higher loss was attributable to $2.9 million in lower revenue, $0.4 million in higher operating expenses, and $1.5 million in lower other income, primarily due to less favorable reductions in the fair value of warrant liabilities. In the third quarter, our adjusted EBITDA loss was $11.4 million compared to a loss of $7.9 million last quarter, in line with the larger Q3 net loss, excluding non-cash items. The third quarter includes approximately $1.2 million of partial quarter run rate savings associated with our August cost reduction actions, offset by $2.6 million in associated severance expenses.

Net cash used in operations during the quarter was $5.8 million compared to $14.4 million last quarter. And as a reminder, the prior quarter included expenditures of $8.4 million associated with the resolution of legacy legal matters and payment of our annual corporate insurance premiums. Cash, cash equivalents, and restricted cash ended the quarter at $115.6 million, compared to $121.6 million last quarter. As of September 30, our total employee headcount sits at 307, down from 327 at June 30. This headcount excludes contractors, including a growing number located off-shore, which augments our technology capabilities in a cost-effective manner. From a housekeeping perspective, our weighted average basic number of shares used to compute net loss was 184 million shares and our fully diluted outstanding share count as of September 30 was 201 million shares.

For Q4, we estimate 186 million weighted average basic common shares for EPS modeling purposes in a loss position. As we’ve said in the past, we continue to focus on maintaining our cost discipline and expense management as we drive towards our goal of breakeven adjusted EBITDA in 2026. We will, however, continue to balance this against investment opportunities that we believe will have strong ROI. I’ll hand it back to Kelly for a brief market overview before we turn it over for questions.

Kelly Rodriques: Thanks, Mark. Even while the market has been cautious in the lead-up to the election and against a backdrop of mixed macroeconomic signals, we noted in our October private market update that median valuations for companies trading on the Forge Platform are trending up. The median discount moved up to minus 8% and minus 12% to last funding round in the last 2 months of the quarter. These are the two lowest monthly discounts recorded in the last 2 years. And the bid-ask spread descended to 5.5% in September. AI is driving more of the rising valuations and our Forge Private Market Index, which tracks the 75 most liquid companies in the private market, counts 34 AI companies among its constituents as of its most recent reconstitution on October 1.

While there are standout private companies across sectors, AI has become a more prominent influencer of private market performance with each passing month. And we expect to see AI continue to influence private market performance going forward. In terms of the IPO environment, we believe a known outcome for the election, as well as continued improvement in additional economic factors such as interest rate reductions and an improving inflationary environment could lead to more robust primary funding and IPO markets in 2025. We’ve talked over the past several years about the private market tipping point. We have invested heavily in the growth drivers that will accelerate that tipping point now and in the future. This includes The Forge Next Generation Platform, where private market data and trading activity come together, creating greater transparency, insight and opportunities for participation.

It’s the basis on which we built Forge Pro combining comprehensive data and order management capabilities in one. Approximately 280 of our most active clients, who represent more than 16% of our revenue through the first 10 months of the year, are using Forge Pro. Forge Pro represents data-enabled revenue that we expect will grow to a more substantial part of our business over time. We previously announced the investible Forge Accuidity Private Market Index. What we haven’t talked a lot about is Forge Global Advisors, our RIA, through which we’ve created more than 150 investment vehicles with about 100 currently active. These are relatively liquid and serve as the access point to the cap tables of many of the largest and most sought-after unicorns in the world.

We believe these investment vehicles strengthen our relationships with companies and make us a continuous source of capital for them and of supply of private shares for investors. We will continue to scale and evolve the RIA as a central hub for capital sourcing for companies and investment access for market participants. And we’ll share more about our plans for the RIA in coming months. In terms of our outlook for the quarter, our expectation is that we will come in at par or better to this quarter in terms of marketplace revenue based on what we know today. With the election behind us, we’re hopeful that the uncertainty that weighed on investors throughout the last several months will subside and that we’ll see sustained investor confidence, and a meaningful recovery of the primary funding and IPO markets in 2025.

With that, let me turn it over to questions. Thank you.

Dominic Paschel: John, can you please…

Q&A Session

Operator: Thank you. Ladies and gentlemen, we will now begin our question-and-answer session. [Operator Instructions] Your first question comes from the line of Patrick Moley with Piper Sandler. Please go ahead.

Patrick Moley: Yes, good afternoon. Thanks for taking the question. So, Kelly, you mentioned there at the end of your prepared remarks you expected marketplace revenues this quarter to be as good or better than the previous quarter. Could you maybe just talk about what you’re seeing? Is that based on activity levels through October, or is there an expectation that things are going to pick up in the end of the year? Thanks.

Kelly Rodriques: Thank you for the question, Patrick. Historically, Q4 has seasonally been the biggest quarter of the year, and 2024 has returned to a more normalized seasonal set of expectations. So I’ll start with that. I’d say that we have seen, as I mentioned in the script, some impact around seasonality in three. And we also saw some impact around people’s expectations for resolution around the election results. And so, Q4 continued – I’m sorry, October did continue with some softness. But that having been said, most of the signals that we’re seeing, including the bid-ask spread, elements regarding the numbers of bid and ratios of bids, and asks on the platform are indicating that we’re moving back into a more normalized time.

I’ll let Mark add some of the metrics he’s tracking here in a second. But I’d say that, overall, we think that getting through this election cycle was probably the biggest influencer to our views of how the rest of the year will play out. So we’re pretty optimistic about it.

Mark Lee: Yeah. Hey, Patrick. So kind of just to fill out some of the comments that Kelly just to add to that. So the positive, I think, leading indicators that we feel good about valuations just to kind of reiterate median discounts of 8% in August, 12% in September. Remember, that’s compared to kind of the bottom of 62% discounts for the last round in September of 2023. That’s kind of one positive thing. 5.5% bid-ask spreads in September, compared to a long-term average of 11.3%. And that 5.5% is even better than the average spreads we saw in 2021 of 5.9%. We saw that the top 25 of the most traded stocks in 2024, 20 of them have traded with positive returns. And then the bid-ask spread, Kelly talked about that, 54% buys in September, 52% average for 2024.

And I do remember that compares to really low percentages and up 39% in 2023 and 35% in 2022 were roughly two-thirds of our IOI activity were coming in from sellers, right? And so, I think, those are all the possible leading indicators. So, one thing I would remind you about, I mean, we feel good that at least the uncertainty around the elections is now over. And that we can kind of move forward now without that kind of hanging over the market. But as a reminder, recall that the settlement process for our trades, generally speaking, going through issuers, it’s a 4- to 6-week timeframe, right, for selling our direct trades. So keep that in mind if you think about the recovery in the second half of the quarter in the timing of when we’ll see that expected pickup hitting either Q4 or Q1.

Patrick Moley: All right. Thanks for that. That’s helpful. And then on the Forge Price feature that’s introduced, can you maybe just talk about, what reception has been like from customers to date? And then Kelly, I think you mentioned that there could be an opportunity for future partnerships. Is there anything you could share there on the nature of those partnerships and what that could look like? Thanks.

Kelly Rodriques: Yeah. So this is part of the broader data strategy for Forge. And I’d say I’ll answer by first saying that we, for the first time, are now announcing some of the data enablement impact including Forge Pro. And I’d say Forge Pro is one piece of that answer in terms of how we see the dimensions of our data strategy. Another dimension is, obviously, where we’re charging direct licensing fees for access to our data. And I’d say where Forge Price fits in is in this category that combines direct revenue from our derived pricing, including both our Index data and now with Forge Price, our Forge single-issuer share price data. And we believe that that will be used in a range of different distribution opportunities for us.

Clearly, Forge Price is the underlying component of our indices, but it also, on an individual name basis, can be really informative for people buying and selling. So, we believe that we’ll continue to have both a revenue stream that’s around licensing and then revenue streams that are around enablement. And I would say Forge Price and Forge Pro are more on the enablement side. And I would say Forge Intelligence and our Forge Index is more around licensing. So put that in the entire context for your question there, Patrick.

Patrick Moley: No, that’s very helpful. All right. That’s it for me. Thanks, guys.

Kelly Rodriques: Thanks, Patrick.

Dominic Paschel: Thanks, Patrick. John, our next question.

Operator: Your next question comes from the line of Devin Ryan with Citizens JMP. Please go ahead.

Devin Ryan: Hey, Kelly. Hey, Mark. How are you?

Kelly Rodriques: Great.

Mark Lee: Hey, Devin.

Devin Ryan: I wanted to ask a question about Forge Pro and just whether there’s any data or anecdotes you guys provide around how much more engaged clients that are using Forge Pro? And then just more broadly, what you’re seeing around trends in institutional capital in the space. I’m just curious whether institutional investors are increasingly looking at the space. Obviously, Forge Pro may give them more confidence to participate. So just love to get some data around what you’re seeing there and then whether you’re seeing new institutions starting to kind of pop-up and that you’re engaging with and maybe you weren’t previously.

Kelly Rodriques: Yeah. So let me start out with some anecdotal information. So, first of all, we have been seeking feedback for this for the better part of the year. Just to understand how to maximize the value and engagement of Pro. And if it wasn’t clear, we think that there is real value for institutions that look at order management and pricing data in the same place and we believe that will shift and evolve the engagement model for Forge and for the entire private market. So we’re placing a lot on the investment in Pro, because we think of it as the front end for accessing the platform from now and going forward particularly for institutions. It does now represent a pretty big chunk of enabled revenue at 16%. Over time, we expect to report more on key metrics around engagement, and I’d say, we view this last period and probably the next couple of quarters trying to really figure out what is the most relevant way of describing and reporting on the success of that engagement.

And I’ll also comment that I am now doing a series of annual meetings with the top institutions that are either in the space or who are looking to get into the space. And in the very last one that I did, we had a couple of the biggest hedge funds in the world who are looking at this space and trying to figure out what informs how they’re going to play, what their mandate is going to look like in 2025 and beyond. And we’re super excited about this. I know this is mostly anecdotal, but we did want to make sure that the Street heard about the level of penetration that Forge Pro now has in our customer base. And we’re going to continue to push that as a differentiating capability of Forge for institutions. And I did want to go out of the way, and I’ll repeat it now for everyone to hear, that the institutional business is two-thirds of our business.

And while this has evolved over time, we think of this as part of the future strategy for our global mandate, not just in the U.S., but outside of the U.S. as well.

Mark Lee: Hey, Devin, and this is Mark. I would just kind of also remind you that we really rolled out Forge Pro at the end of March, early April, so it’s early days, but the pace of adoption and by our client base is really starting to accelerate. So we’re pleased about that.

Devin Ryan: Okay. Terrific. And just a follow-up on the election results and, obviously, a new administration coming in that’s kind of a lighter regulatory touch administration. I’m just curious, are there any things that we should be thinking about as potential changes that could occur to your business or how you can engage in the private market or how private market investors engage. The answer might be no, but I’m just curious if there’s been anything that the market’s been kind of thinking about that could also be affected by a change in administration, particularly one that’s going to be a lot lighter on regulation.

Kelly Rodriques: Yeah. So, we like everybody else are waiting to see what comes next. I think the most important part of the answer is we’re just really happy that there’s certainty and a resolution to that. And so we’re taking a breath. And, clearly, the expectation of a lighter regulatory touch is something that we’ve concluded might be an outcome for this election. And, we’ve been trying to stay, an example, for the market around safety and soundness as this market evolves. And that includes staying close to regulators. As a public company, as everyone knows, part of the reason we came to being a public company is we felt like that oversight and regulation would give confidence in our ability to lead this market.

We view ourselves as the leader. We’re going to continue to stay highly engaged and help educate the regulators that come in, in this next administration. And, I think, we’re going to wait and see what happens and just play it as best we can that’s in the best interest of the company and the participants here in the private market. But we would welcome, any relief that would create more access for the private markets. We think the asset class is really exciting and we’d love to see more participate in it.

Devin Ryan: That’s great. Kelly, I guess that’s what I was getting at. Like are there areas that potentially there could be relief in terms of opening it up to retirement accounts or other areas that that maybe have been discussed and we don’t know where this administration would go, but things that are just kind of the hot button points and maybe that’s one of them. But, yeah, I’m just curious.

Kelly Rodriques: Let me just tell you this. We have been to Washington pretty consistently over the last year to year-and-a-half. We’ve got an effort that’s been underway for a while. And, I say, if I would send one message, there would be incredible support and surprise that there is a bipartisan interest that we have witnessed and been in conversations over the last year that are supportive of more access to this asset class and more access to liquidity. And, I would say that this is something that we found surprisingly unifying leading up to this resolution of this election. And so, we’re really excited about going back and visiting, and looking to push and educate the new administration on why it’s a good thing for more people to have access to this asset class and why we can make it a safe and sound place for people to invest. And I think we can – we’re finding a unifying view of that across both sides of the aisle.

Devin Ryan: Yeah. Okay. Terrific. Thanks so much.

Kelly Rodriques: Right.

Operator: Your next question comes from the line of Alex Kramm with UBS. Please go ahead.

Alex Kramm: Yes. Hey, hello, everyone. I think this whole, Mark, and I think you talked about on the call and the prepared remarks a little bit on the cost side, but can you maybe just repeat where you are in terms of cost cut realizations? And then more importantly, where we go from here, I think it sounds like there were some one-time items. But, yeah, if you think about the next few quarters, how do you see the cost base stepping down over the next few quarters, and when do you think most of those initiatives will have been completed from a run rate perspective? Thank you.

Mark Lee: Yeah, Hey, Alex. So, kind of going back to the last earnings call of you recall, Alex, we talked about kind of over $11 million in cost cuts that we took against budget, and we indicated that roughly two-thirds of those costs were against ourQ2 run rate. And then we talked specifically in our prepared remarks about the $1.2 million in partial quarter saves, right, our actions were taken in early August, so we didn’t get a full quarter’s benefit. So, I think, if you could kind of take a full quarterized [ph] that number that would give you kind of a starting point. One of the things that we took care to notice is that, we are looking to invest in expanding our technology capabilities offshore, and so that is part of kind of what we believe strategically, fits in and has a strong return for us, and so that is something that also, I think, is worth kind of factoring a bit, right?

And so, I think that gives you kind of a pretty good idea. I mean, otherwise, we’re looking to, obviously, you take out the one-time severance expense. And, otherwise, our focus is on trying to manage our costs kind of where they are and continue to move toward breakeven, basically, kind of do our top-line growth and expansion.

Alex Kramm: All right. Fair enough. And then maybe second topic, maybe you can give us a little bit of an update on competition and, specifically, we would love to get Kelly your views on Nasdaq Private Markets out there with basically a new platform now you talked about on this call, the two-thirds of your clients that are institutional, I assume some of those are always looking for new platforms and obviously pricing, they came in at a pretty attractive level relative to you. So just wondering, if your views on competition have changed at all, if it’s driven new dialogues with some of your biggest customers, or if the market is still big and fragmented enough that you feel like there’s a bright future still ahead here. Thanks.

Kelly Rodriques: Yeah, look, I feel extremely confident about our position in the market. And the recent announcement by NPM is similar to previous announcements we’ve seen from others entering the market. And we recognize that while there are many competitors out there, some with more well-known names than others and some better capitalized than others, there’s nobody out there with the decades of build network that we have. And so, as we’ve witnessed in a lot of other markets, you can go and build the platform, you can build infrastructure and hope that people show up. It’s a lot harder to do that than I think most imagine. So we’re going to continue to stay highly focused on our next generation platform. I think what we have today is a commanding lead on participants in the space.

When I talked about those 20,000 institutions, and hundreds of thousands of accredited investors, it will take a long time for someone to amass that even if they build technology in a platform and even if they offer attractive pricing, because for that to actually be realized you have to have buyers and sellers that are matchable and that know you and trust you. I think the combination of scale and reputation is very hard to overcome from a standstill position. And, I think, some of the competitors are emerging come from completely different parts of the business. So, I think, we’re going to see continued competition, we welcome it, and I’d say the market pricing dynamics that exist in the market is something that we pay a lot of attention to.

I’d say we are in a position to continue to recognize where trades happen and what people are willing to pay, and I think some of Mark’s comments on take rate particularly as it relates to institutional scale give you an example of where people are trading and it really validates the private market and grows TAM for everybody to have new participants come into it. So, I respect everybody that’s out there trying to build this business and evolve it. I don’t think the competitive landscape has materially changed, in fact, if anything. I’d say the current fundraising environment in the private markets particularly for smaller companies, smaller competitors is really difficult right now. And so, I’d say we’re going to continue to watch it and, obviously, we welcome competition, but I’m pretty confident with where we are.

And, I’d say stay tuned and we’re going to talk more openly in the press about what we’re building in terms of the next generation platform. On this call, we talked about Forge Price, we talked about Forge Pro, we talked about data enablement and asset management enablement through these fund structures, continue to watch that, because we think that’s going to be a couple of the major areas for increasing traction and competitive advantage in the next year or two. I’d say the building of a basic platform that matches people, I’m not concerned about that.

Mark Lee: Hey, Alex, this is Mark. I would add to Kelly’s comments a couple of things. I mean, as you know kind of institutions will trade where there’s depth of liquidity, right? And so, I do think, as Kelly pointed out, I mean with our experience, our book of customers, it’s hard to kind of catch up to the depth of our limit order book, right, and others will try. I think others have talked about trading 25 names in the private markets. We traded 142 names kind of over the last 12 months. I also – as you’ve heard, right, we have to Forge Pro product, we have an index, we have Forge Price, we have the custodian. And when you just think about we have the RIA with roughly 100 fund vehicles through which people can access, hard to get company names and through which we can invest capital into companies either on a primary or secondary basis.

So, I think those are kind of a just, you’re aware of all these things, there’s a wide range of products and services that we’ve built that competitors will have a hard time kind of catching up to. And then, finally, we’ve never thought that there’s just going to be a winner-take-all scenario. We’ve always thought that there’s going to be 1 or 2 or 3 players in this market in the long run, there will be consolidation. Yeah, so I think that’s still kind of how we think about it.

Alex Kramm: Excellent. I appreciate all the thoughts.

Kelly Rodriques: Thank you, Alex.

Operator: Your next question comes from the line of Owen Lau with Oppenheimer. Please go ahead.

Unidentified Analyst: Hey guys, this is Guru [ph] on for Owen, and thank you so much for taking my question. Revenue from Europe kind of started picking up in 2Q, and so how is the activity been this quarter? Has some of that momentum carried over into 3Q? And I believe as the 2Q Forge was still operating under an umbrella license in parts of Europe, I think UK and Germany. So are there any updates over there in terms of the BaFin license approval process? Thanks.

Kelly Rodriques: Yeah. So we have continued to evolve and, I’d say we are very happy with where we are given our license status now. I think our choice and our view is that the BaFin license is something we’re going to defer for a while and we’ve figured out that activity in both the UK and Germany is moving at a pace that we’re really happy with. I think we’ll be prepared to talk more about that in our next update, but we have had one of our senior leaders relocate to London and really are trying to use this next period to ensure that we’re balancing and ensuring that the access to participants in the European and UK markets are well balanced with some of the supply and demand that we’ve got in the U.S. market. So, we are seeing some of that traction evolve, but I’ll let Mark take it from here.

Mark Lee: Yeah, I mean it’s essentially, Guru, and as Kelly said we are doing trading. Our tide agent structure today, and we feel like it’s working very effectively. So that’s where we are as far as how we’re going to continue to operate in Forge Europe for the near future. As far as the first part of your question with regard to Q2, the momentum we saw on Q2 and then kind of going into Q3, I think what we were saying earlier was, there was the expected slowdown that seasonally happens almost every year. In the summer, in particular, the institutional investors are off at some times in July and August, and they come back to the desk in September. So that typical seasonality did play out this year, and I think it was also exacerbated by the upcoming election uncertainty, right?

And so, now that the election is over and that overhang I think is removed, we kind of are looking forward to the rest of the Q4, hopefully picking up as that uncertainty has been removed from the market.

Unidentified Analyst: Got it. That’s super helpful. Thanks.

Operator: Your next question comes from the line of Ken Worthington with JPMorgan. Please go ahead.

Madeline Daleiden: Hi, team. This is Madeline Daleiden on for Ken. Thanks for taking our question. You mentioned the declining fee rate this quarter due to the higher mix of volumes towards the more popular names on your platform. So I was wondering if there’s any sort of concentration metric you can share of what percentage of volumes these popular names or private Mag-7 type names made up in 3Q. And similarly, would you contribute the three or low bid-ask to this sort of mixed dynamic as well? Thanks so much.

Mark Lee: Yeah. So your question is about the impact of concentration on the lower take rate in 2025, right?

Madeline Daleiden: Yes, 2024 or any color you can provide going forward would be appreciated.

Mark Lee:

Madeline: So, we are seeing a lot of activity, a lot of interest in the AI names and other companies doing very, very well, and that’s bringing back the institutional crater, they’re creating inside and that’s contributing to the take rate. So we don’t currently expose or report kind of specific data kind of with regard to kind of what you’re asking, but it’s something we’ll consider to, probably, be able to give you more information in the future.

Kelly Rodriques: The only thing I’d add, because I just did some press on this, is the Mag-7 makes up 25% of the valuation of the entire private market and so these are names that trade on Forge and that a lot of people are interested in. So you’re going to naturally see some concentration when you’re looking at the size of companies in here. You’re looking at companies ranging from $30 billion, $40 billion to over $200 billion for SpaceX. So there’s naturally going to be some concentration. But, I think Mark put the number out, we still are trading in between 140 and 150 unique names in the last 12 months, and so the range and breadth of trading is quite broad here, but it’s no different than the public markets where you’re going to have a lot of concentration in the very biggest and most sought after names there too.

So, I think if we decide to start reporting on volumes we’ll get further into it, but certainly within the Mag-7 and within the Forge Private Market Index names is the top 75, you’re going to definitely see some concentration there.

Mark Lee: Hey, Madeline, I would add one last comment. I mean, when Kelly and I joined Forge back in 2018. I mean, there was very high concentration in Uber and Airbnb.

Kelly Rodriques: Probably 4 names.

Mark Lee: We’re a huge part of the market back then, and as the market expanded and grew out, that concentration went down. But I think concentration kind of goes through peaks and valleys. And for example, a big name can go public, when Uber went public and Airbnb went public, all of a sudden kind of those names disappeared from our platform as we no longer created them as public companies. But then, other companies’ kind of rose to take their place, right? And so, I think I think over the years that we’ve been here now, it’s like coming up on over 6 years for both of us, we’ve seen that concentration kind of be high, come down, increase back up again. So, I do think it’s not a kind of static situation.

Madeline Daleiden: Understood. Thanks for the context and the color.

Mark Lee: Thank you, Madeline.

Dominic Paschel: John, I think…

Operator: Sorry. There are no further questions at this time. I would like to turn the conference back over to Mr. Dominic Paschel for any closing remarks.

Dominic Paschel: No. Great. We appreciate you guys joining us on the day after the election. There’s a lot going on. I look forward to visiting you both on the East Coast and the West Coast before the New Year. Thank you, John.

Operator: Ladies and gentlemen, that concludes today’s conference call. Thank you for your participation. You may now disconnect.