--- title: "Forge Reclassifies $4.2M FG-GWS SPV as a Qualified-Purchaser Fund" url: https://altstreet.investments/news/forge-fg-gws-qualified-purchaser-fund kind: news-article updated: 2026-08-06 description: "Forge changed FG-GWS from a 3(c)(1) to 3(c)(7) fund while $4.2M sold and 24 investors stayed unchanged, raising eligibility questions." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Forge Reclassifies $4.2M FG-GWS SPV as a Qualified-Purchaser Fund An August 5 Form D/A changed the fund's Investment Company Act exclusion from Section 3(c)(1) to Section 3(c)(7), while $4.215 million sold, 24 investors and all reported offering economics remained unchanged. Published August 6, 2026. Entity: Fund FG-GWS, a series of Forge Investments, LLC (CIK 2058840, https://altstreet.investments/edgar/2058840). Forge changed the Investment Company Act exclusion reported for one of its single-company private-market funds without reporting any corresponding change in the fund's capital raised, investor count or offering economics. An August 5 Form D/A for Fund FG-GWS, a series of Forge Investments, LLC, identifies the vehicle as relying on Section 3(c)(7) of the Investment Company Act. Its immediately preceding amendment, filed April 21, identified the same fund as relying on Section 3(c)(1). The distinction is material because the two exclusions impose different investor frameworks. A traditional 3(c)(1) fund is generally limited to no more than 100 beneficial owners, while a 3(c)(7) fund generally must limit ownership to qualified purchasers. The amendment does not explain whether Forge amended the fund's governing documents, changed eligibility for future subscriptions, confirmed that existing investors already met the qualified-purchaser standard or corrected the exclusion reported in April. ## What changed 1. The April 21 Form D/A identified Fund FG-GWS as a Section 3(c)(1) private fund. 2. The August 5 Form D/A instead identifies the fund as relying on Section 3(c)(7), the exclusion generally used by private funds whose securities are owned by qualified purchasers. 3. Every reported economic field remained unchanged: $4,215,007 sold, 24 investors, a $5,000 minimum investment and $192,279 in estimated sales commissions. ## A line-by-line comparison isolates the 3(c)(7) change The August amendment was filed under accession 0002058840-26-000002 and lists the April amendment, accession 0002058840-26-000001, as its predecessor. The two filings report the same issuer, SEC offering file number, Rule 506(b) exemption, August 12, 2025 first-sale date, indefinite offering duration, pooled-investment-fund security type and private-equity-fund classification. They also report the same total amount sold of $4,215,007, the same 24 investors, no non-accredited investors, the same $5,000 minimum investment and the same $192,279 estimate of sales commissions paid to Forge Securities LLC. Within the offering data, the substantive change is the replacement of Item 3C.1, denoting Section 3(c)(1), with Item 3C.7, denoting Section 3(c)(7). The remaining differences are filing metadata, the referenced predecessor accession and the signature date. ## What the qualified-purchaser designation means Sections 3(c)(1) and 3(c)(7) are exclusions from the Investment Company Act definition of an investment company. They are separate from the Securities Act exemption used to sell the fund interests. Fund FG-GWS continues to report Rule 506(b) as its Securities Act offering exemption. The August filing therefore changes the fund's claimed Investment Company Act exclusion without changing its reported Regulation D pathway. A traditional 3(c)(1) fund generally may have no more than 100 beneficial owners and may not make a public offering. A 3(c)(7) fund is not governed by that ordinary 100-owner ceiling but generally must have securities owned exclusively by qualified purchasers at the time they acquire them. The qualified-purchaser standard is materially higher than ordinary accredited-investor eligibility. As general examples, a natural person may qualify by owning at least $5 million in investments, while certain entities may qualify by owning and investing at least $25 million on a discretionary basis. Other statutory categories, attribution rules and knowledgeable-employee provisions can also apply. ## The reported investor count does not explain the switch Fund FG-GWS reports 24 investors in both amendments. That is well below the ordinary 100-beneficial-owner limit associated with a traditional 3(c)(1) fund. The filing therefore provides no evidence that the change was required because the vehicle was approaching the 3(c)(1) numerical limit. A manager may prefer a 3(c)(7) structure for reasons unrelated to current investor count, including its anticipated investor base, allocations through other qualified-purchaser vehicles or consistency with a broader fund platform. None of those possible explanations is stated in the filing. The amendment also does not establish that 24 Form D investors necessarily equal 24 beneficial owners for Investment Company Act counting purposes. Investing entities, look-through rules and other ownership arrangements can produce different counts. ## No fundraising movement accompanied the amendment The August amendment does not report additional subscriptions. Total amount sold remains $4,215,007, and the reported investor count remains 24. Because the offering amount is reported as indefinite, the filing does not identify a fundraising target, percentage completed or remaining fixed capacity. The unchanged figures should not automatically be characterized as a stalled raise. Form D amendments may be filed to update exemptions, related persons, offering terms or administrative information even when no new securities were sold. The filing also does not report the fund's current NAV, the value of its underlying private-company position, distributions, realized proceeds, secondary-market transactions or investor-level performance. ## How the finding fits with AltStreet's Forge review AltStreet's Forge Global review already documents that Forge marketplace access is generally limited to accredited investors while qualified-purchaser eligibility applies to certain fund structures. It also explains why Forge's platform-level $5,000 fund minimum does not establish the eligibility standard for every individual series. The review includes a separate example of a Forge-associated 3(c)(7) vehicle: Megacorn Fund LP, a qualified-purchaser-only private fund with a reported $250,000 minimum. That example confirms that qualified-purchaser structures exist within the broader Forge fund complex, but it does not explain why FG-GWS changed exclusions or establish that the change is routine across Forge's single-company series. The review also identifies a platform-wide discontinuity in the amount-sold and investor-count figures reported across Forge series beginning in October 2025. Pre- and post-transition figures cannot be treated as a continuous fundraising history without information Forge has not filed. Both FG-GWS amendments compared in this article were filed after that October 2025 transition and report identical economics. The finding here is therefore limited to the disclosed change from Section 3(c)(1) to Section 3(c)(7); it does not rely on a comparison across the broader reporting-basis break. AltStreet's complete Forge Global review covers the platform's eligibility rules, SPV structures, fund-level fee ranges and Form D reporting limitations: https://altstreet.investments/platforms/reviews/forge-global ## Existing-investor treatment remains unresolved The most important unanswered question is whether the August filing reflects a change in the legal terms governing existing interests or merely changes how Forge reports the fund's existing structure. Section 3(c)(7) generally focuses on whether holders were qualified purchasers when they acquired the securities. The Form D/A does not state whether Forge reverified the 24 investors, restricted future subscriptions, amended the series agreement or concluded that the earlier 3(c)(1) selection was incorrect. The filing contains no disclosure of an exchange, conversion, mandatory redemption or transfer of existing interests. It would therefore be unsupported to state that current investors were removed, converted or newly subjected to qualification requirements solely because the Form D box changed. Investors would need the fund's amended operating agreement, subscription documents and any investor notice to determine the practical effect. ## The filing comes after Schwab's acquisition of Forge The amendment was filed five months after The Charles Schwab Corporation completed its acquisition of Forge Global Holdings on March 2, 2026. Forge now operates as a wholly owned Schwab subsidiary. Schwab has described Forge as providing eligible investors with direct and indirect access to private-company shares through direct purchases, single-company funds and multicompany funds. The FG-GWS filing does not reference the acquisition or state that Schwab directed the exclusion change. Its post-acquisition timing is relevant corporate context but does not establish causation. The amendment should therefore be read as an issuer-level structural disclosure, not evidence of a platform-wide Schwab policy unless similar changes are verified across additional Forge series. ## Why it matters Forge's coded SPV series provide indirect exposure to individual private companies through separate fund interests. The legal structure determines who may hold those interests, how ownership is counted and which Investment Company Act exclusion the fund claims. Changing from 3(c)(1) to 3(c)(7) can materially narrow the apparent eligibility standard for future investors even where the reported minimum investment remains $5,000. For advisers and investors, the practical diligence questions are whether the governing documents were amended, whether existing holders were already qualified purchasers, whether future transfers are more restricted and whether the same change appears across other Forge SPVs. The filing also reinforces a central point from AltStreet's Forge review: eligibility and economics must be confirmed in the offering documents for the specific fund rather than inferred from Forge's platform-wide marketplace requirements or advertised minimums. AltStreet's primary-source due-diligence framework explains how to reconcile Form D claims with subscription documents, governing agreements, adviser disclosures and amendment histories: https://altstreet.investments/due-diligence ## What the filings do not show The filings do not identify the private company underlying the FG-GWS series. The three-letter fund code is not decoded in the Form D submissions. The August amendment does not explain whether the Section 3(c)(7) selection represents a legal restructuring, an amendment to investor eligibility or a correction of the prior filing. It does not disclose whether each existing investor was independently reverified as a qualified purchaser or whether any statutory look-through, knowledgeable-employee or transfer rule applies. It does not state that the Schwab acquisition caused or influenced the change. It does not provide the fund's NAV, valuation methodology, underlying share count, acquisition cost, complete fund-level fees, performance or liquidity terms. The unchanged amount sold and investor count do not prove that the offering has terminated, paused or failed to attract additional demand. The filings do not establish whether similar 3(c)(1)-to-3(c)(7) changes have been made across other Forge Investments series. ## Filing limitations Form D is a notice filing for an exempt securities offering. It does not constitute SEC approval of the offering, the fund's legal conclusions, its underlying investment or its valuation. The classification discussion in this article is based on the boxes selected in the issuer's April and August Form D amendments. AltStreet has not reviewed an amended series agreement or investor notice confirming the operational effect of the change. Nothing in this article constitutes investment advice or a recommendation regarding Fund FG-GWS, Forge, Charles Schwab or any private-market security. ## Key facts - Fund FG-GWS filed a Form D/A on August 5, 2026 under accession 0002058840-26-000002. - The August amendment identifies Section 3(c)(7) as the fund's Investment Company Act exclusion. - The preceding April 21 amendment identified Section 3(c)(1) under accession 0002058840-26-000001. - Both filings report Rule 506(b) as the Securities Act exemption used for the offering. - Both filings report cumulative amount sold of $4,215,007. - Both filings report 24 investors and no non-accredited investors. - Both filings report a $5,000 minimum investment. - Both filings report estimated sales commissions of $192,279. - The offering is reported as indefinite and has a first-sale date of August 12, 2025. - A traditional Section 3(c)(1) fund is generally limited to no more than 100 beneficial owners. - A Section 3(c)(7) fund generally must be owned by qualified purchasers. - A natural person may generally qualify by owning at least $5 million in investments; certain entities may qualify with at least $25 million owned and invested on a discretionary basis. - The fund's 24 reported investors were well below the ordinary 3(c)(1) 100-beneficial-owner limit. - The filing does not explain whether the exclusion change reflects restructuring, revised eligibility or correction of the April filing. - Both FG-GWS amendments were filed after the October 2025 Forge reporting-basis discontinuity documented in AltStreet's Forge review. - Because both amendments are post-transition and report identical economics, the article does not compare FG-GWS fundraising across the reporting-basis boundary. - AltStreet's Forge review states that qualified-purchaser eligibility applies to certain Forge fund structures and that specific eligibility must be confirmed at the fund level. - The filing does not identify the private company underlying the FG-GWS series. - Charles Schwab completed its acquisition of Forge Global Holdings on March 2, 2026. - The filing does not establish that the Schwab acquisition caused the fund's exclusion change. ## Sources - Fund FG-GWS Form D/A — August 5, 2026: https://www.sec.gov/Archives/edgar/data/2058840/000205884026000002/0002058840-26-000002-index.htm - Fund FG-GWS Form D/A — April 21, 2026: https://www.sec.gov/Archives/edgar/data/2058840/000205884026000001/0002058840-26-000001-index.htm - Private Funds: Sections 3(c)(1) and 3(c)(7): https://www.sec.gov/resources-small-businesses/capital-raising-building-blocks/private-funds - Forge Global Review: https://altstreet.investments/platforms/reviews/forge-global - Charles Schwab Completes Acquisition of Forge Global: https://pressroom.aboutschwab.com/press-releases/press-release/2026/Charles-Schwab-Completes-Acquisition-of-Forge-Global/default.aspx ## SEC accession numbers - 0002058840-26-000002 - 0002058840-26-000001 --- Source page: https://altstreet.investments/news/forge-fg-gws-qualified-purchaser-fund Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.