Figure Tech Targets $20 IPO, Blockchain-Powered Lending Soars

Ticker: FGRS · Form: S-1/A · Filed: Sep 2, 2025 · CIK: 2064124

Ft Intermediate, Inc. S-1/A Filing Summary
FieldDetail
CompanyFt Intermediate, Inc. (FGRS)
Form TypeS-1/A
Filed DateSep 2, 2025
Risk Levelhigh
Pages15
Reading Time18 min
Key Dollar Amounts$18.00, $20.00, $50 million, $2, $4
Sentimentmixed

Sentiment: mixed

Topics: Fintech, Blockchain, IPO, Lending, Digital Assets, Provenance Blockchain, Controlled Company

Related Tickers: FIGR, GS, JEF, BAC

TL;DR

**FGRS is a high-growth blockchain disruptor in lending and digital assets, but Michael Cagney's control is a red flag for governance-focused investors.**

AI Summary

Figure Technology Solutions, Inc. (FGRS) is pursuing an IPO of 26,315,789 Class A common shares, with an estimated price range of $18.00 to $20.00 per share. The company reported a net income of $29 million and Adjusted EBITDA of $83 million for the six months ended June 30, 2025, a significant increase from a net income of $20 million and Adjusted EBITDA of $101 million for the full year ended December 31, 2024. FGRS aims to revolutionize capital markets using blockchain technology, specifically the Provenance Blockchain, to improve efficiency in consumer credit and digital asset markets. Their proprietary Loan Origination System (LOS) has reduced home equity loan funding time to a median of 10 days from an industry median of 42 days, and average production cost per loan to approximately $730 for 2024, compared to an industry average of $11,230. As of June 30, 2025, FGRS has accumulated over $50 billion in real-world and digital asset transactions on Provenance Blockchain, with approximately $11 billion in real-world assets total value locked. A key risk is the 'controlled company' status, with co-founder Michael Cagney holding approximately 69.2% of the voting power post-IPO.

Why It Matters

This S-1/A filing signals Figure Technology Solutions' aggressive push to disrupt traditional financial markets with blockchain, potentially setting new benchmarks for efficiency and cost in lending and asset management. For investors, the IPO offers exposure to a rapidly growing fintech leveraging a proprietary Layer 1 blockchain, Provenance, with significant cost advantages over legacy systems. Employees and customers could benefit from streamlined processes and faster transactions, while the broader market will watch to see if FGRS can scale its 'trust with truth' model to challenge established financial institutions. The 'controlled company' structure, however, raises governance questions that could impact investor confidence and competitive dynamics.

Risk Assessment

Risk Level: high — The risk level is high due to the 'controlled company' status, where Michael Cagney will hold approximately 69.2% of the voting power post-IPO, potentially limiting minority shareholder influence. Additionally, the company operates in the nascent and highly volatile blockchain and digital asset markets, which are subject to significant regulatory uncertainty and technological risks. The reliance on the Provenance Blockchain, while a core asset, also introduces platform-specific risks.

Analyst Insight

Investors should carefully evaluate the long-term scalability of Figure's blockchain-based solutions and the competitive landscape, particularly against established financial institutions and other fintech innovators. Given the 'controlled company' structure, a deep dive into Michael Cagney's vision and the board's independence is crucial. Consider a small, speculative position if bullish on blockchain disruption, but be prepared for high volatility.

Financial Highlights

debt To Equity
N/A
revenue
$29 million
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
$29 million
eps
N/A
gross Margin
N/A
cash Position
N/A
revenue Growth
+45%

Key Numbers

  • $29 million — Net Income (For the six months ended June 30, 2025)
  • $83 million — Adjusted EBITDA (For the six months ended June 30, 2025)
  • $20 million — Net Income (For the year ended December 31, 2024)
  • $101 million — Adjusted EBITDA (For the year ended December 31, 2024)
  • 26,315,789 — Total Class A Common Shares Offered (In the initial public offering)
  • $18.00-$20.00 — Estimated IPO Price Range (Per share for Class A common stock)
  • 10 days — Median Home Equity Loan Funding Time (Using Figure's LOS as of June 30, 2025, compared to industry median of 42 days)
  • $730 — Average Production Cost Per Loan (For the year ended December 31, 2024, compared to mortgage industry average of $11,230)
  • $50 billion — Total Value of Assets Transacted (On Provenance Blockchain from late 2018 to June 30, 2025)
  • $11 billion — Real-World Assets Total Value Locked (On Provenance Blockchain as of June 30, 2025)

Key Players & Entities

  • FT Intermediate, Inc. (company) — Registrant's former name
  • Figure Technology Solutions, Inc. (company) — Registrant's current name and IPO issuer
  • Michael Tannenbaum (person) — Chief Executive Officer of Figure Technology Solutions, Inc.
  • Michael Cagney (person) — Co-founder and board member, holding 69.2% voting power post-IPO
  • Goldman Sachs Co. LLC (company) — Joint Lead Bookrunning Manager for the IPO
  • Jefferies (company) — Joint Lead Bookrunning Manager for the IPO
  • BofA Securities (company) — Joint Lead Bookrunning Manager for the IPO
  • Duquesne Family Office LLC (company) — Indicated interest in purchasing up to $50 million in Class A common stock
  • Securities and Exchange Commission (regulator) — Regulatory body overseeing the S-1/A filing
  • NASDAQ (company) — Stock exchange where Class A common stock will be listed under 'FIGR'

FAQ

What is Figure Technology Solutions' core business model?

Figure Technology Solutions (FGRS) is building blockchain-based capital markets infrastructure, focusing on consumer credit and digital assets. They use their proprietary Loan Origination System (LOS) and the Provenance Blockchain to streamline lending, trading, and investing activities, aiming to reduce costs and increase efficiency.

How much Class A common stock is Figure Technology Solutions offering in its IPO?

Figure Technology Solutions is offering a total of 26,315,789 shares of Class A common stock in its initial public offering. This includes 21,461,085 shares offered by the company and 4,854,704 shares offered by selling stockholders.

What are Figure Technology Solutions' recent financial performance highlights?

For the six months ended June 30, 2025, Figure Technology Solutions reported a net income of $29 million and Adjusted EBITDA of $83 million. For the full year ended December 31, 2024, the company achieved a net income of $20 million and Adjusted EBITDA of $101 million.

What is the estimated IPO price range for Figure Technology Solutions' Class A common stock?

The estimated initial public offering price for Figure Technology Solutions' Class A common stock is expected to be between $18.00 and $20.00 per share.

Who is Michael Cagney and what is his role at Figure Technology Solutions?

Michael Cagney is a co-founder and a member of Figure Technology Solutions' board of directors. Following the IPO, he and his permitted transferees will hold 37,893,047 shares of Class B common stock, representing approximately 69.2% of the voting power, making FGRS a 'controlled company'.

What are the key risks associated with investing in Figure Technology Solutions?

Key risks include the 'controlled company' status due to Michael Cagney's significant voting power (69.2%), limiting minority shareholder influence. Additionally, the company operates in the highly volatile and evolving blockchain and digital asset markets, which face regulatory uncertainty and technological challenges.

How does Figure Technology Solutions' technology improve loan origination efficiency?

Figure Technology Solutions' proprietary Loan Origination System (LOS) has reduced the median time to fund a home equity loan to 10 days from an industry median of 42 days. It also lowered the average production cost per loan to approximately $730 in 2024, significantly below the mortgage industry average of $11,230.

What is the Provenance Blockchain and its significance to Figure Technology Solutions?

Provenance Blockchain is an independent Layer 1 blockchain that serves as Figure Technology Solutions' core infrastructure for immutably recording assets and transactions. It provides the scale, security, speed, and cost structure for financial services activities, with over $50 billion in assets transacted and $11 billion in real-world assets total value locked as of June 30, 2025.

Which investment banks are leading Figure Technology Solutions' IPO?

Goldman Sachs Co. LLC, Jefferies, and BofA Securities are serving as the Joint Lead Bookrunning Managers for Figure Technology Solutions' initial public offering.

What is the 'controlled company' status of Figure Technology Solutions?

Figure Technology Solutions will be a 'controlled company' after the IPO because Michael Cagney, its co-founder, will hold approximately 69.2% of the voting power through his Class B common stock. This means he will have significant control over corporate decisions, as defined by NASDAQ's corporate governance rules.

Risk Factors

  • Dependence on Key Personnel [high — operational]: The company's success is heavily reliant on the continued service and effectiveness of its key personnel, particularly co-founder Michael Cagney. His departure or inability to perform his duties could materially and adversely affect the business, operations, and prospects.
  • Evolving Regulatory Landscape [high — regulatory]: The company operates in a rapidly evolving regulatory environment related to blockchain technology, digital assets, and financial services. Changes in regulations, or the interpretation thereof, could impact the company's ability to operate its business, increase compliance costs, and potentially restrict its offerings.
  • Profitability and Cash Flow [medium — financial]: While the company reported net income of $29 million for the six months ended June 30, 2025, its profitability and cash flow can be volatile. The significant increase in net income from $20 million in the full year 2024 to $29 million in just six months of 2025 needs to be sustained to ensure long-term financial health.
  • Competition and Market Adoption [medium — market]: The company faces intense competition from established financial institutions and emerging technology companies. The adoption of its blockchain solutions by a sufficient number of market participants is critical for growth and revenue generation.
  • Intellectual Property and Litigation [medium — legal]: The company's proprietary technology and intellectual property are crucial. Any infringement claims, patent disputes, or other litigation could result in significant financial liabilities and operational disruptions.
  • Technology and Security Risks [high — operational]: The company's reliance on its proprietary technology and the Provenance Blockchain exposes it to risks associated with system failures, cybersecurity threats, and data breaches. A significant security incident could damage its reputation and lead to financial losses.
  • Controlled Company Status [medium — financial]: Post-IPO, co-founder Michael Cagney will hold approximately 69.2% of the voting power, making the company a 'controlled company.' This concentration of voting power may limit the influence of other shareholders on corporate governance and decision-making.

Industry Context

Figure Technology Solutions, Inc. operates at the intersection of financial technology (FinTech) and blockchain. The capital markets industry is undergoing significant digital transformation, with a growing interest in leveraging distributed ledger technology to enhance efficiency, transparency, and reduce costs in areas like consumer credit and digital asset trading. Competitors range from traditional financial institutions exploring blockchain to other FinTech startups.

Regulatory Implications

The company's reliance on blockchain and digital assets places it under the purview of evolving financial regulations. Compliance with securities laws, data privacy regulations, and anti-money laundering (AML) requirements will be critical. The 'controlled company' status may also attract scrutiny regarding corporate governance and shareholder rights.

What Investors Should Do

  1. Evaluate the sustainability of recent performance.
  2. Assess the 'controlled company' risk.
  3. Analyze competitive positioning and market adoption strategy.
  4. Scrutinize the technology and security infrastructure.

Glossary

Provenance Blockchain
A blockchain network specifically designed for financial services and the tokenization of real-world assets, aiming to improve efficiency and reduce costs. (This is the core technology platform on which Figure Technology Solutions, Inc. builds its products and services, facilitating transactions and asset management.)
Loan Origination System (LOS)
A software system used by lenders to manage the process of originating loans, from application to closing. (Figure's proprietary LOS is highlighted as a key differentiator, significantly reducing funding times and costs for home equity loans compared to industry averages.)
Adjusted EBITDA
Earnings Before Interest, Taxes, Depreciation, and Amortization, with certain adjustments made to exclude non-recurring or non-cash items. (This non-GAAP metric is used by the company to show its operational performance, indicating a strong $83 million for the first half of 2025.)
Class A common shares
A class of common stock that Figure Technology Solutions, Inc. is offering in its IPO, typically carrying voting rights. (These are the shares investors will be able to purchase in the initial public offering, representing ownership in the company.)
Total Value Locked (TVL)
The total value of assets deposited or staked in a decentralized finance (DeFi) protocol or, in this context, secured on a blockchain. (Figure reports $11 billion in real-world assets locked on the Provenance Blockchain, indicating the scale of assets managed on its platform.)

Year-Over-Year Comparison

This S-1/A filing indicates a strong performance trajectory for Figure Technology Solutions, Inc. in the first half of 2025 compared to the full year 2024, with net income rising from $20 million to $29 million and Adjusted EBITDA showing a significant increase from $101 million to $83 million in just six months, suggesting improved operational efficiency or revenue growth. New risk factors related to the 'controlled company' status and the evolving regulatory landscape for digital assets are prominent, reflecting the company's current stage and market environment.

Filing Stats: 4,540 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2025-09-02 09:10:34

Key Financial Figures

  • $18.00 — l public offering price will be between $18.00 and $20.00 per share. We have applied
  • $20.00 — fering price will be between $18.00 and $20.00 per share. We have applied to list our
  • $50 million — est in purchasing up to an aggregate of $50 million of shares of Class A common stock in th
  • $2 — d marketplaces across the approximately $2 trillion consumer credit market and the
  • $4 — t and the rapidly growing approximately $4 trillion cryptocurrency and digital ass
  • $29 million — ckly and profitably, with net income of $29 million and Adjusted EBITDA of $83 million, for
  • $83 m — e of $29 million and Adjusted EBITDA of $83 million, for the six months ended June 30
  • $292 million — ne 30, 2025, and accumulated deficit of $292 million and total stockholders' equity of $404
  • $404 m — llion and total stockholders' equity of $404 million, as of June 30, 2025, and net inc
  • $20 million — as of June 30, 2025, and net income of $20 million and Adjusted EBITDA of $101 million, fo
  • $101 m — e of $20 million and Adjusted EBITDA of $101 million, for the year ended December 31,
  • $321 million — er 31, 2024, and accumulated deficit of $321 million and total stockholders' equity of $363
  • $363 m — llion and total stockholders' equity of $363 million, as of December 31, 2024. The in
  • $730 — t per loan was reduced to approximately $730 for the year ended December 31, 2024 fr
  • $11,230 — 024 from a mortgage industry average of $11,230 for the quarter ended December 31, 2024

Filing Documents

RISK FACTORS

RISK FACTORS 35 SPECIAL NOTE REGARDING FORWARD - LOOKING STATEMENTS 131 MARKET, INDUSTRY, AND OTHER DATA 133

USE OF PROCEEDS

USE OF PROCEEDS 134 DIVIDEND POLICY 135 CAPITALIZATION 136

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 143

BUSINESS

BUSINESS 184 MANAGEMENT 212

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 222 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 239 PRINCIPAL A ND SELLING STOCKHOLDERS 246

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 250 SHARES ELIGIBLE FOR FUTURE SALE 257 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON U.S. HOLDERS 259

UNDERWRITING

UNDERWRITING 263 LEGAL MATTERS 275 EXPERTS 275 WHERE YOU CAN FIND ADDITIONAL INFORMATION 275 INDEX TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS F-1 i Table of Contents About this Prospectus Figure Technology Solutions, Inc. ("FTS"), the registrant whose name appears on the cover of this registration statement, is a corporation incorporated under the laws of the State of Nevada. In March 2024, we separated our business through a series of transactions in which Figure Lending Corp. ("FLC") and Figure Markets Holdings, Inc. ("FMH") were separated and began operating as separate businesses (the "Separation"). In connection with and to effectuate the Separation, FT (as defined below) created each of FMH and FTS, then named FT Intermediate, Inc., as direct wholly-owned subsidiaries of FT. Following the formation of these entities, we completed the Separation through a series of steps, which resulted in, (i) FLC being the sole owner of certain lending-related intellectual property and commercial contracts that were previously owned by FT, (ii) FTS becoming a holding company whose principal assets were the shares it held in FLC, (iii) FMH becoming a separate company, and (iv) FT being a wholly-owned subsidiary of FMH. On March 19, 2024, Figure Technologies, Inc. converted into Figure Technologies, LLC. As used in this prospectus, unless the context otherwise indicates, any reference to "FT" refers to Figure Technologies, LLC (fka Figure Technologies, Inc.). The board of directors of each of FLC and FMH made a determination that it is in the best interests of both entities to recombine the businesses. On August 29, 2025, we recombined the businesses through a series of transactions (the "Recombination"), and FMH became a wholly-owned subsidiary of FTS. Upon the consummation of the Recombination, FTS changed its name to Figure Technology Solutions, Inc. For additional information, see the section titled "Prospectus Summary—Organizational History." As a

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