Figure Technology Solutions (FIGR) files S-1/A focused on new exhibits

Rhea-AI Filing Summary

FT Intermediate, Inc., which plans to be renamed Figure Technology Solutions, Inc., filed Amendment No. 1 to its registration statement on Form S‑1. This amendment is described as being filed solely to add and update certain exhibits, while leaving the rest of the registration statement unchanged and omitted from this version.

The exhibit list now includes forms of the company’s amended charter and bylaws, equity and incentive plans, director and executive indemnification agreements, key contribution agreements, a limited liability company agreement, and various related consents and powers of attorney. The amendment is signed on behalf of the company by Chief Executive Officer Michael Tannenbaum, with signatures from the Chief Financial Officer and members of the board of directors.

S-1 Filings Explained: Reading an IPO Registration →

As filed with the Securities and Exchange Commission on August 25, 2025.

Registration No. 333‑289695          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

FT Intermediate, Inc.*

to be renamed as described herein to

Figure Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada			7374			99-2556408
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

5 Bryant Park, 34th Floor

New York, NY 10018

(917) 789-8049

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Tannenbaum

Chief Executive Officer

FT Intermediate, Inc.

5 Bryant Park, 34th Floor

New York, NY 10018

(917) 789-8049

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe Ian D. Schuman Adam J. Gelardi Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200 Ronald Chillemi Chief Legal Officer and Corporate Secretary FT Intermediate, Inc. 5 Bryant Park, 34th Floor New York, NY 10018 (917) 789-8049 Byron B. Rooney Derek Dostal Davis Polk & Wardwell LLP  450 Lexington Avenue New York, NY 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☐
Non-accelerated filer			☒			Smaller reporting company			☐
						Emerging growth company			☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-289695) is being filed solely for the purpose of filing certain exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

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 Agreement, dated March 11, 2022, by and among Anchorage Digital Bank N.A. and Figure Lending LLC.
10.17						First Amendment to the Master Custody Service Agreement, dated January 4, 2024, by and among Anchorage Digital Bank N.A. and Figure Lending LLC, Figure Markets Credit LLC and FMC LFV LLC.
21.1#						List of subsidiaries of the registrant.
23.1#						Consent of Independent Registered Public Accounting Firm, as to FT Intermediate, Inc.
23.2*						Consent of Brownstein Hyatt Farber Schreck, LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).
24.1#						Power of Attorney (included on the signature page to this registration statement).
107#						Filing Fee Table.

II-1

_______________

+Indicates management contract or compensatory plan.

*To be filed by amendment.

#Previously filed.

†Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

■Certain portions of this exhibit (indicated by “[***]” have been redacted pursuant to Regulation S-K, Item 601(a)(6).

II-2

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

FAQ

What does FT Intermediate, Inc. (FIGR) change in this S-1 amendment?

This Amendment No. 1 is filed solely to add and file specific exhibits to the existing Form S‑1 registration statement. The company states that the remainder of the registration statement is unchanged and therefore omitted from this amendment.

Which company is covered by this S-1/A for FIGR?

The registrant is FT Intermediate, Inc., which is described as being renamed to Figure Technology Solutions, Inc. The filing includes its Nevada incorporation details and principal executive offices in New York, New York.

What key exhibits are included in the amended S-1 for FIGR?

The exhibit list includes the form of Second Amended and Restated Articles of Incorporation, form of Amended and Restated Bylaws, multiple equity incentive plans and related grant forms, indemnification agreements, contribution agreements, a limited liability company agreement, a term note, a master custody service agreement and amendment, a list of subsidiaries, consents, a power of attorney, and the filing fee table.

Does this S-1/A for FIGR change the terms of the offering?

The amendment explains that it is being filed solely for the purpose of filing certain exhibits. It states that the remainder of the registration statement is unchanged, indicating no described change to the underlying offering terms in this amendment.

Who signed the S-1 amendment for FT Intermediate, Inc. (FIGR)?

The amendment is signed on behalf of FT Intermediate, Inc. by Michael Tannenbaum, Chief Executive Officer and Director. The signature block also lists Macrina Kgil as Chief Financial Officer and multiple individuals as directors, with Michael Tannenbaum acting as attorney-in-fact for certain signatures.

Where is FT Intermediate, Inc. (FIGR) headquartered according to the S-1/A?

The filing lists the registrant’s principal executive offices at 5 Bryant Park, 34th Floor, New York, NY 10018, with a telephone number of (917) 789‑8049. The same address and phone number are provided for the Chief Executive Officer and agent for service.

What do the symbols *, #, +, †, and ■ mean in FIGR’s exhibit list?

The legend explains that + indicates a management contract or compensatory plan, * marks items to be filed by amendment, # identifies items previously filed, † notes that certain schedules and attachments are omitted under Regulation S‑K Item 601(a)(5), and ■ indicates portions redacted under Regulation S‑K Item 601(a)(6).