Forge Investments LLC Fund FG-TJC Form D/A Reflects Reporting-Basis Shift, Not Economic Change

AltStreet Research detected three signals on 2026-07-09 from a Form D amendment filed by Fund FG-TJC, a series of Forge Investments LLC (CIK 0001848972, accession 0001848972-25-000003, filed 2025-10-30). Screening results showed a 93.2% decline in total amount sold and a 90.9% increase in total investors relative to the prior amendment dated 2021-09-23. Manual verification, completed 2026-07-08, determined that all three signals — the amount decline, the investor count increase, and the switch of the total offering amount to Indefinite — are products of a coordinated reporting-basis change affecting multiple Forge Investments LLC series in the same filing window, not independent economic events at the fund level.

What the filings show

The Form D/A filed 2025-10-30 (accession 0001848972-25-000003) for Fund FG-TJC shows three changes relative to the prior amendment of 2021-09-23: (1) total amount sold moved from $11,234,145 to $760,900; (2) total investors moved from 22 to 42; (3) total offering amount moved from $11,234,145 to Indefinite.

Under AltStreet's editorial rules governing basis-change contamination, no field from a filing pair that crosses a reporting-basis boundary may be presented as a comparable change without independent verification. All three fields from this pair are affected. The figures are reported here as 'prior-basis figure versus new-basis figure' and the comparability problem is noted explicitly: the before and after numbers do not measure the same thing.

The offering amount switch to Indefinite is the structural marker that defines the boundary. This convention change — from a fixed dollar cap to an open-ended designation — was verified by AltStreet against the full filing sequences of at least four sibling CIKs within the Forge Investments LLC series family (1845401, 1790076, 1823225, 1848972), all of which exhibit the same pattern in the October 2025 / April 2026 window.

• —Total amount sold: $11,234,145 (prior basis, 2021-09-23) → $760,900 (new basis, 2025-10-30). Non-comparable.
• —Total investors: 22 (prior basis, 2021-09-23) → 42 (new basis, 2025-10-30). Non-comparable.
• —Total offering amount: $11,234,145 (prior basis) → Indefinite (new basis). Structural change, not an economic cap modification.
• —Filing date: 2025-10-30. AltStreet detection and reclassification: 2026-07-08/09.
• —No explanation for the basis change appears in any of the reviewed filings. The filings contain no explanation — a verified negative.

Background

Forge Investments LLC is the series LLC vehicle through which Forge Global Advisors LLC (FGA) organizes single-company private-equity funds for qualified investors. Per Forge Global Holdings, Inc.'s Form 10-K filings with the SEC, FGA is a wholly-owned subsidiary of Forge Global Holdings registered as an investment adviser under the Investment Advisers Act of 1940. As described in those filings, the Forge Investments LLC series funds are each formed for the purpose of investing in securities relating to a single private company.

Forge Global Holdings, Inc. (NYSE: FRGE) is, per the company's own public filings, a San Francisco-based private markets platform providing marketplace infrastructure, data services, and technology and investment solutions. The company went public in 2022 via a SPAC transaction. FGA's investment advisory subsidiary advises the Forge Investments LLC series funds; effective January 1, 2023, FGA assumed management of those series from a prior third-party fund administrator.

The corporate context for these filings shifted materially in late 2025. Charles Schwab announced a definitive agreement to acquire Forge Global Holdings in a transaction valued at approximately $660 million on November 6, 2025 — just one week after the Fund FG-TJC amendment at issue — paying $45 per common share in cash. Schwab completed that acquisition in early March 2026. Forge continues to operate as a Schwab subsidiary. Forge Global Advisors LLC, as the registered investment adviser managing the Forge Investments LLC series, remains regulated by the SEC under the Advisers Act regardless of the parent company ownership change.

The pattern in AltStreet's data

AltStreet's Form D/A monitoring flagged Fund FG-TJC as a watch-level signal on the basis of the raw percentage changes in amount sold and investor count. However, the platform's verification protocol — requiring review of full filing sequences across sibling entities before publication — identified the same offering-amount-to-Indefinite switch at the same filing window across CIKs 1845401, 1790076, 1823225, and 1848972. Under AltStreet's Batch Presumption editorial rule, multiple same-direction changes across sibling entities of a single sponsor in the same filing window are presumptively a coordinated filing or reporting event, not independent economic events. That presumption is satisfied here.

The AltStreet platform carries a full review of Forge Global (last verified 2026-04-30). The Forge Investments LLC series funds represent one structural component of the Forge platform — the single-company fund wrapper — sitting alongside Forge's direct secondary marketplace and its data products. The FG-TJC amendment is therefore one data point within a larger and well-documented multi-entity filing architecture. No recent platform signals for Forge appeared in AltStreet's dataset outside of this filing cluster.

The three-letter suffix in the 'FG-TJC' ticker-style designator follows Forge Investments LLC's standard naming convention, visible across dozens of sibling series (e.g., FG-GTG, FG-GRT, FG-KLT, FG-WAE) each registered under its own CIK with EDGAR. The pattern of coordinated amendments across this series family in a compressed time window reinforces the batch-event interpretation.

Why it matters

For advisers and institutional investors performing diligence on Forge Investments LLC series funds, the primary takeaway from this filing cluster is methodological: raw Form D comparison across the Oct-2025 reporting-basis boundary will produce spurious signals at every affected series. Investors or systems relying solely on SEC EDGAR filings without verifying basis continuity will misread both the amount-sold figures and the investor counts across this window for any Forge Investments LLC series that amended in the October 2025 / April 2026 period.

The switch of offering amounts to Indefinite merits its own diligence note. Indefinite offering designations in Form D filings are permissible under SEC rules for certain pooled investment vehicles but remove a previously visible ceiling on total fundraising for the affected series. Whether this convention change reflects a deliberate operational decision — potentially connected to the pending Schwab acquisition announced days later — or is a routine administrative standardization across the series family cannot be determined from the filings alone. The filings contain no explanation.

Separately, the Schwab acquisition of Forge Global Holdings, completed March 2, 2026, introduces a changed ownership context for any ongoing diligence on Forge Investments LLC series funds. Forge Global Holdings disclosed explicitly in its SEC filings that investors in its investment funds have no recourse to the assets of Forge Global Holdings, and that the company holds no ownership interest in the investment funds. That structural separation remains the on-record position regardless of the change at the parent holding company level.

What the filings do not show

The Form D/A for Fund FG-TJC (accession 0001848972-25-000003) does not identify the underlying private company in which the fund invests. The three-letter suffix 'TJC' is an internal Forge designator; no public mapping of that code to a specific portfolio company was located in AltStreet's verification process or in the web sources reviewed.

The filings do not establish what caused the reporting-basis change. The switch to Indefinite offering amounts and the revised sold/investor figures may reflect a change in administrative reporting practice, a legal or compliance-driven reclassification, a consequence of the Schwab acquisition, or another cause entirely. None of these explanations is established by the filings.

The filings do not establish the current economic status of Fund FG-TJC — neither its net asset value, the current valuation of its underlying holding, the number of investors on a consistent basis, nor whether the fund is still open to new investment. Form D is a notice of exempt offering, not a financial statement.

The 93.2% nominal decline in total amount sold and the 90.9% nominal increase in investor count are not evidence of fund contraction or fund growth respectively. Both figures cross the reporting-basis boundary identified by AltStreet and are non-comparable. Neither figure should be used as a standalone data point in manager or fund-level analysis without independent verification of the new reporting basis.

This article does not constitute investment advice. It is a descriptive account of detected filing activity and verified context for use by qualified investors and their advisers performing independent due diligence.