Figure Tech Solutions Nears IPO with S-1/A Filing

TL;DR

**FGRS is gearing up for its IPO, but this S-1/A is just procedural exhibit filing, so don't expect financial fireworks yet.**

AI Summary

FT Intermediate, Inc. (FGRS) filed Amendment No. 1 to its S-1 registration statement on August 25, 2025, primarily to file certain exhibits, indicating progress towards its initial public offering. The company, which plans to rename itself Figure Technology Solutions, Inc., is preparing for its public debut by outlining its corporate governance and compensation structures. Key exhibits include the Form of Underwriting Agreement, forms for Class A and Class B Common Stock Certificates, and an opinion from Brownstein Hyatt Farber Schreck, LLP. The filing also details several equity incentive plans, including the 2018 Equity Incentive Plan, Figure Markets Holdings, Inc. 2024 Equity Incentive Plan, and the new 2025 Incentive Award Plan, along with an Employee Stock Purchase Plan and a Non-Employee Director Compensation Policy. Contribution Agreements from December 31, 2023, and March 18, 2024, between Figure Lending Corp. and Figure Technologies, Inc. are also included, alongside a Master Custody Service Agreement with Anchorage Digital Bank N.A. from March 11, 2022, and its First Amendment from January 4, 2024. The company has not yet provided specific revenue or net income figures in this amendment, as it focuses on structural and legal preparations for the IPO.

Why It Matters

This S-1/A filing signals FT Intermediate, Inc.'s (soon to be Figure Technology Solutions, Inc.) continued march towards its IPO, offering a glimpse into its foundational legal and compensation frameworks. Investors should note the detailed equity incentive plans, which will shape future employee motivation and potential stock dilution. The inclusion of custody agreements with Anchorage Digital Bank N.A. highlights its operational partnerships in the digital asset space, potentially impacting its competitive position against traditional financial institutions and other fintechs. Employees will be directly affected by the new 2025 Incentive Award Plan and Employee Stock Purchase Plan, while customers may see enhanced service offerings as the company scales post-IPO.

Risk Assessment

Risk Level: medium — The risk level is medium because while the filing is procedural, it indicates an impending IPO for a company in the fintech and blockchain space, which inherently carries market and technological risks. The absence of updated financial statements in this specific amendment means investors lack current performance data, increasing uncertainty. The company's reliance on complex equity incentive plans (2018, 2024, 2025 plans) could lead to significant stock-based compensation expenses and potential dilution for future shareholders.

Analyst Insight

Investors should monitor subsequent S-1 amendments for updated financial statements and detailed business descriptions to assess FGRS's valuation and growth prospects. Pay close attention to the final underwriting agreement and the pricing of the IPO. Consider the competitive landscape in blockchain and lending when evaluating the long-term viability of Figure Technology Solutions, Inc.

Executive Compensation

Key Numbers

• 2025-08-25 — Filing Date (Date of Amendment No. 1 to Form S-1)
• 333-289695 — Registration No. (SEC registration number for the S-1 filing)
• 2018 — Equity Incentive Plan Year (Year of an existing equity incentive plan)
• 2024 — Equity Incentive Plan Year (Year of Figure Markets Holdings, Inc. Equity Incentive Plan)
• 2025 — Incentive Award Plan Year (Year of a new incentive award plan to be in effect upon IPO completion)
• 2023-12-31 — Contribution Agreement Date (Date of Contribution Agreement between Figure Lending Corp. and Figure Technologies, Inc.)
• 2024-03-18 — Contribution Agreement Date (Date of another Contribution Agreement between Figure Lending Corp. and Figure Technologies, Inc.)
• 2022-03-11 — Master Custody Service Agreement Date (Date of agreement with Anchorage Digital Bank N.A.)
• 2024-01-04 — First Amendment Date (Date of amendment to Master Custody Service Agreement)

Key Players & Entities

• FT Intermediate, Inc. (company) — Registrant, to be renamed Figure Technology Solutions, Inc.
• Figure Technology Solutions, Inc. (company) — Future name of the registrant
• Michael Tannenbaum (person) — Chief Executive Officer and Director
• Macrina Kgil (person) — Chief Financial Officer and Principal Accounting Officer
• Anchorage Digital Bank N.A. (company) — Party to Master Custody Service Agreement
• Figure Lending Corp. (company) — Party to Contribution Agreements
• Figure Technologies, Inc. (company) — Party to Contribution Agreements and Term Note
• Provenance Blockchain Foundation Inc. (company) — Issuer of Second Amended and Restated Term Note
• Latham Watkins LLP (company) — Legal counsel
• Davis Polk Wardwell LLP (company) — Legal counsel

FAQ

Industry Context

FT Intermediate, Inc., soon to be Figure Technology Solutions, Inc., operates within the financial technology sector, likely focusing on lending, payments, or digital asset services given the mention of Figure Lending Corp. and Anchorage Digital Bank. The industry is characterized by rapid innovation, increasing regulatory scrutiny, and a competitive landscape featuring both established financial institutions and agile fintech startups.

Regulatory Implications

The filing of an S-1/A indicates the company is navigating the complex regulatory requirements of the Securities Act of 1933 for its IPO. The inclusion of various agreements and compensation plans suggests a need for ongoing compliance with corporate governance, securities laws, and potentially financial services regulations depending on the company's specific business activities.

What Investors Should Do

1. Review the specific terms of the equity incentive plans (Exhibits 10.2, 10.5, 10.6) to understand potential dilution and management's alignment with shareholder interests.
2. Analyze the Contribution Agreements (Exhibits 10.11, 10.12) to fully grasp the structure and intercompany relationships being consolidated for the IPO.
3. Examine the Form of Underwriting Agreement (Exhibit 1.1) once available for details on IPO pricing, fees, and underwriter commitments.

Key Dates

• 2025-08-25: Filing of Amendment No. 1 to Form S-1 — Indicates progress towards the IPO by filing necessary exhibits, including forms for stock certificates and underwriting agreements.
• 2023-12-31: Contribution Agreement between Figure Lending Corp. and Figure Technologies, Inc. — Details asset or business contributions between related entities, crucial for understanding the consolidated business structure pre-IPO.
• 2024-03-18: Contribution Agreement between Figure Lending Corp. and Figure Technologies, Inc. — Further outlines contributions between related entities, impacting the final structure of the company going public.
• 2022-03-11: Master Custody Service Agreement with Anchorage Digital Bank N.A. — Establishes a relationship for custody services, potentially related to digital assets or other financial instruments, important for operational infrastructure.
• 2024-01-04: First Amendment to the Master Custody Service Agreement — Modifies the terms of the custody agreement, reflecting changes in operational needs or regulatory compliance.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC on Form S-1, used by companies planning to go public. (This filing is an amendment to FT Intermediate, Inc.'s S-1, indicating ongoing preparations for its IPO.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock units, or other equity-based awards to employees and directors. (Multiple equity incentive plans (2018, 2024, 2025) are listed, detailing how the company plans to compensate and retain key personnel post-IPO.)

Form of Underwriting Agreement

A template document outlining the terms and conditions under which an underwriter (investment bank) agrees to purchase securities from an issuer in an IPO. (Its inclusion signifies the company is finalizing the terms of its public offering with its underwriters.)

Contribution Agreement

A legal contract where one party transfers assets, property, or business interests to another party. (These agreements detail the consolidation of assets and operations into the entity that will become publicly traded.)

Master Custody Service Agreement

An agreement where a financial institution holds and safeguards assets on behalf of a client. (This agreement with Anchorage Digital Bank N.A. is relevant for the company's operational infrastructure, especially if dealing with digital assets.)

Year-Over-Year Comparison

This filing is Amendment No. 1 to the S-1 registration statement. As it primarily serves to file exhibits, it does not contain updated financial performance metrics such as revenue or net income compared to a prior period's financial statements. The focus remains on structural and legal preparations for the IPO, including the finalization of corporate governance documents and incentive plans.

Filing Documents

• ftintermediateinc-sx1aexso.htm (S-1/A) — 71KB
• exhibit31-sx1aexhibitsonly.htm (EX-3.1) — 112KB
• exhibit32-sx1aexhibitsonly.htm (EX-3.2) — 167KB
• exhibit101-sx1aexhibitsonly.htm (EX-10.1) — 102KB
• exhibit102-sx1aexhibitsonly.htm (EX-10.2) — 690KB
• exhibit103-sx1aexhibitsonly.htm (EX-10.3) — 555KB
• exhibit104-sx1aexhibitsonly.htm (EX-10.4) — 45KB
• exhibit106-sx1aexhibitsonly.htm (EX-10.6) — 151KB
• exhibit107-sx1aexhibitsonly.htm (EX-10.7) — 68KB
• exhibit108-sx1aexhibitsonly.htm (EX-10.8) — 80KB
• exhibit109-sx1aexhibitsonly.htm (EX-10.9) — 116KB
• exhibit1010-sx1aexhibitson.htm (EX-10.10) — 22KB
• exhibit1011-sx1aexhibitson.htm (EX-10.11) — 94KB
• exhibit1012-sx1aexhibitson.htm (EX-10.12) — 422KB
• exhibit1014-sx1aexhibitson.htm (EX-10.14) — 769KB
• exhibit1015-sx1aexhibitson.htm (EX-10.15) — 122KB
• exhibit1016-sx1aexhibitson.htm (EX-10.16) — 271KB
• exhibit1017-sx1aexhibitson.htm (EX-10.17) — 33KB
• exhibit1012.jpg (GRAPHIC) — 11KB
• 0001628280-25-041089.txt ( ) — 3906KB

Exhibits

Item 16. Exhibits (a) Exhibits Exhibit Number Description 1.1* Form of Underwriting Agreement. 3.1 Form of Second Amended and Restated Articles of Incorporation of the registrant, to be in effect upon completion of this offering. 3.2 Form of Amended and Restated Bylaws of the registrant, to be in effect upon completion of this offering. 4.1* Form of Class A Common Stock Certificate. 4.2* Form of Class B Common Stock Certificate. 5.1* Opinion of Brownstein Hyatt Farber Schreck, LLP. 10.1+ Form of Director and Executive Officer Indemnification and Advancement Agreement. 10.2+ 2018 Equity Incentive Plan . 10.3+ Form of Restricted Stock Unit Grant Notice and Agreement under the 2018 Equity Incentive Plan. 10.4+ Form of Stock Option Grant Notice and Agreement under the 2018 Equity Incentive Award Plan. 10.5+* Figure Markets Holdings, Inc. 2024 Equity Incentive Plan. 10.6+ 2025 Incentive Award Plan, to be in effect upon completion of this offering. 10.7+ Form of Restricted Stock Unit Grant Notice and Agreement under the 2025 Incentive Award Plan. 10.8+ Form of Stock Option Grant Notice and Agreement under the 2025 Incentive Award Plan. 10.9+ Employee Stock Purchase Plan, to be in effect upon completion of this offering. 10.10+ Non-Employee Director Compensation Policy. 10.11 Contribution Agreement, dated December 31, 2023, between Figure Lending Corp. and Figure Technologies, Inc., as amended on April 9, 2024. 10.12 Contribution Agreement, dated March 18, 2024, between Figure Lending Corp. and Figure Technologies, Inc. 10.13* Seventh Amended and Restated Investors' Rights Agreement, dated , 2025, among FT Intermediate, Inc. and the investors party thereto. 10.14 Amended and Restated Limited Liability Company Agreement of Fig Six Mortgage LLC 10.15 Second Amended and Restated Term Note issued by Provenance Blockchain Foundation Inc. in favor of Figure Technologies, Inc. 10.16 Master Custody Service Agreeme

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on August 25, 2025. FT INTERMEDIATE, INC. By s Michael Tannenbaum Michael Tannenbaum Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date s Michael Tannenbaum Chief Executive Officer and Director (Principal Executive Officer) August 25, 2025 Michael Tannenbaum s Macrina Kgil Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) August 25, 2025 Macrina Kgil * Director August 25, 2025 Adam Boyden * Director August 25, 2025 Michael Cagney * Director August 25, 2025 David Katsujin Chao * Director August 25, 2025 Lesley Goldwasser * Director August 25, 2025 Sachin Jaitly * Director August 25, 2025 Daniel Morehead * Director August 25, 2025 June Ou *By s Michael Tannenbaum Michael Tannenbaum Attorney-in-fact II-3

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View this S-1/A filing on SEC EDGAR