Item 1.01 Entry into a Material Definitive Agreement.

On March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the "Company" or the "Buyer") and Legend Investment Management LLC ("Legend LLC" or the "Seller"), the Company acquired 77.3% of Legend LLC's 66% ownership of Legend International Investment, LP ("Legend LP"). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the "Property") located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51-acre site.

The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP's approximate net value of $2,700,000 based on (1) the Property's valuation appraisal report dated on February 20, 2023, (2) Legend LP's net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

The foregoing descriptions of the Asset Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of the documents, which are filed as exhibits to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Financial Statements of Business Acquired.

(a) The Registrant hereby undertakes to file the financial statements if required


    by this Item 9.01(a) not later than 71 days after the date this Form 8-K was
    due for filing.

    Pro Forma Financial Statements.

(b) The Registrant hereby undertakes to file the pro forma financial information


    if required by this Item 9.01(b) not later than 71 days after the date this
    Form 8-K was due for filing.




(d) Exhibits



Exhibit No.   Description
10.1            Asset Purchase Agreement between Forge Innovation Development
              Corp. and Legend Investment Management, LLC dated March 24, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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