SPAC Warrant Dispute

Forge Global Holdings, Inc. NYSE: FRGE

Investors filed claims against Forge Global Holdings, Inc. (NYSE: FRGE) alleging the company blocked warrant holders from exercising publicly traded warrants after a 2022 SPAC merger, despite the underlying shares having been registered, and later forced redemption of the warrants for a fraction of a cent. The litigation remains pending.

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Court
U.S. District Court for the Southern District of New York
Year
2024

Forge Global Holdings, Inc. became a publicly traded company in March 2022 through a merger with a special purpose acquisition company. As part of that transaction, Forge Global issued publicly traded warrants entitling holders to purchase Forge Global common stock (NYSE: FRGE) at $11.50 per share.

Investors have alleged that once the conditions required for exercise were satisfied — including an effective registration statement covering the underlying shares — Forge Global nonetheless refused repeated attempts to exercise the warrants, even as the stock traded above $22 per share. Investors further allege that Forge Global later redeemed the outstanding warrants for a nominal $0.01 per warrant.

Investors filed claims against Forge Global in federal court in the Southern District of New York asserting breach of contract and related claims arising from this conduct. The litigation remains pending, with the court having allowed certain claims to proceed past the pleading stage.

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