FT Intermediate, Inc.

S-11 ftintermediateinc-sx1.htm S-1

As filed with the Securities and Exchange Commission on August 18, 2025.

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)

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

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:

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.

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.

The information contained in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated , 2025

PRELIMINARY PROSPECTUS

Shares

Class A Common Stock

This is the initial public offering of FT Intermediate, Inc. We are offering shares of our Class A common stock and the selling stockholders identified in this prospectus are offering shares of our Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $ and $ per share.

We have applied to list our Class A common stock on the Nasdaq Stock Market (“NASDAQ”) under the symbol “FIGR.”

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock (collectively, our “common stock”). The rights of the holders of our Class A common stock and Class B common stock will be identical, except with respect to voting and conversion rights. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible at any time into one share of Class A common stock. Immediately following the completion of this offering, Michael Cagney, our co-founder and a member of our board of directors, and his permitted transferees, will hold shares of Class B common stock representing approximately % of the voting power of our outstanding capital stock, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock. As a result, following this offering we will be a “controlled company” within the meaning of the corporate governance rules of . For additional information, see the section titled “Management—Controlled Company.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings.

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 32 to read about factors you should consider before deciding to invest in shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option to purchase up to an additional shares of our Class A common stock from us at the initial public offering price, less underwriting discounts and commissions.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to shares of Class A common stock, or up to 5% of the shares of Class A common stock offered by this prospectus, for sale to certain individuals associated with us, through a directed share program. See the section titled “Underwriting—Directed Share Program.”

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2025.

Prospectus dated , 2025

TABLE OF CONTENTS

i

A Letter from Our Founder

At the tail end of 2017 I had my “aha” moment on blockchain. When I was CEO of SoFi I had always given Bitcoin – and to a greater extent, blockchain, lip service: “It’s going to change financial services!” I would say. But I didn’t know how it would actually do that. This time, it was different.

Ask any full-stack engineer and they will tell you they’d rather not build on blockchain. It’s slow, unwieldy and – by its immutable nature – unforgiving. But it has this one superpower – the ability to displace trust with truth.

Financial services historically have been and still are trust-based markets. Trust-based markets require significant intermediation. Up to seven parties sit in between a buyer and seller of public equity. Five parties intermediate a debit card transaction. Massive companies with enormous market capitalizations have been built around this rent-seeking. Blockchain has the power to distill these multi-party marketplaces down to just two: buyer and seller. All the rent-seeking goes away.

Blockchain can do more than disrupt existing markets. By taking historically illiquid assets – such as loans – and putting these assets and their performance history on-chain, blockchain can bring liquidity to markets that have never had such. That liquidity – coupled with the ability to achieve true digital perfection and control of the asset – opens financing opportunities that weren’t accessible before. However big the disruption opportunity of blockchain, the greenfield opportunities it creates are even bigger.

This was my “aha” moment. The ability to create a native digital asset, where everyone knows true ownership, composition and history without trust. Where the asset can transact real time, bilaterally, without counterparty or settlement risk. Where lenders can get immediate and true digital perfection and control of collateral. Blockchain completely reinvents how assets are originated, traded and financed. This isn’t “lipstick on a pig” as fintech has been historically in capital markets, but a completely new capital ecosystem. I wanted to be at the forefront of it driving this change.

Figure Designed to Change Capital Markets with Blockchain

In early 2018, I co-founded Figure, along with my wife, June Ou, and a handful of other like-minded individuals. Our goal for Figure was simple: change capital markets with blockchain. To do that, we needed to bring a real, measurable use case to market.

2018 was the year of the Initial Coin Offering (ICO), and crypto companies were tapping what seemed like an endless supply of capital selling tokens. We went a different route. We felt that you could originate, aggregate and securitize loans on blockchain and save upwards of 85 bps of transaction costs. We made this pitch to the banks, and they universally said, “This is great! We love it! We’d like to be the 10th bank to do this…” It was clear this wasn’t an ‘if you build it, they will come’ situation – if we just built it, no one was going to show up.

Having just done a market leading lender at SoFi, we weren’t necessarily excited to create another lender but realized we had to show the market it would work better on blockchain. In 2018, we became one of the first entities to originate consumer loans on blockchain. Figure started as a direct-to-consumer originator, similar to any other fintech albeit on blockchain. We chose home equity line of credit (HELOC) as our initial product, as we felt no one was originating it efficiently (greenfield) and we didn’t want to fight it out with the big personal lenders or mortgage originators while we convinced the buy and sell side to adopt this novel technology.

We quickly expanded our model to B2B2C – where we now have over 168 third parties using our technology to originate loans on-chain - including half of the top 20 retail mortgage shops. More recently, we’ve opened up blockchain-native capital markets for those originators, where by using our technology they can sell (and soon finance) assets bilaterally to the blockchain capital markets with no intermediation from Figure.

ii

In 2020, we completed the industry’s first securitization of blockchain native consumer loans. In 2023, the industry’s first AAA-rated securitization. Since our launch, we’ve originated over $16 billion in loans on blockchain and completed over $50 billion in blockchain transactions. We believe we are the largest real world asset (RWA) player in public blockchain, and no one has been able to catch up to us.

In 2018, the predominant blockchains were built on proof of work. Proof of work faced real challenges for adoption in financial services, including cost, speed and most importantly, predictability. Proof of stake was beginning to gain momentum by addressing these issues. After a misguided experiment using quasi-permissioned blockchain, June and her team built and launched Provenance Blockchain. Provenance Blockchain is a public, proof of stake decentralized blockchain. Figure doesn’t control Provenance Blockchain, though we hold 20% of the utility token, $HASH and continue to support the protocol development. Provenance Blockchain was built for financial services and has been critical in our ability to drive institutional adoption.

Blockchain And Capital Markets

We believe in three core benefits blockchain delivers to the capital markets. The first is transactional – the reduction of audit, quality control, third-party review and other expenses. We’ve been able to capture meaningful benefits here. The second is liquidity – the ability to support 24x7, real time bilateral marketplaces. This is what we’ve been building; standing up greenfield loan trading marketplaces with our partners. The last is lending, which we believe is the largest benefit of all.

Native digital assets (like loans) on blockchain provide lenders the ability to perfect interest (through Figure’s Digital Asset Registry Technologies, or DART, for example) and control. Lenders can look at the liquidity, volatility and advance rate on the collateral to assess risk, rather than underwriting the borrower. By directly connecting sources and uses of capital, we can build Pareto markets where both the lender and borrower benefit by not incurring the inefficiency of capital allocators and other intermediaries. We started using this decentralized approach (DeFi) for our crypto exchange to finance margin and recently brought Figure loans into our DeFi lending marketplace, called Democratized Prime. Similar to what we did with transactional and liquidity benefits, we are showing the market the power of DeFi for financing, starting with our own assets.

While we always felt DeFi would become the predominant way assets are financed, the speed of which this is happening is accelerating thanks to recent legislation. The U.S. Treasury has cited the potential for trillions of dollars to flow into US Treasury Bills via stablecoins after the passage of the GENIUS Act. That money will likely come primarily from bank deposits. In 2022 and 2023, a $1 trillion outflow of bank deposits nearly crippled the financial system. If the Treasury is right in size and scope of flows, something needs to step in to fill that void. We believe that is DeFi, and we are leading the way here in RWAs.

Blockchain Endgame

We see the value proposition of blockchain extensible to every asset class. Take public equity as an example. While there are transactional efficiencies and liquidity benefits from blockchain, financing is probably the greatest improvement over markets today. Imagine a situation where you can seamlessly cross-collateralize your equity and other non-equity assets for leverage, or where you – the investor – directly control and earn the economics from lending out your stock. Blockchain is a great leveler of the financial playing field. While we pioneered lending on blockchain, we are setting our sights on being the leader in bringing new asset classes such as equities on chain as well.

Just as there is a Magnificent Seven of stocks in web 2.0 today, I believe there will be a comparable set of companies representing blockchain technology in web 3.0. Our IPO moves us closer to being a leader in that peer set. While we have been able to build a profitable, rapidly growing company built on blockchain in one of the most difficult regulatory environments possible, we are incredibly optimistic about how the regulatory changes and public market acceptance of blockchain will drive the industry - and the

iii opportunity - in the coming years. The IPO is one step in a long process to bring blockchain to all aspects of capital markets.

iv

About this Prospectus

FT Intermediate, Inc. (“FTI”), 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 FTI 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) FTI 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 (f/k/a 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 , 2025, we recombined the businesses through a series of transactions (the “Recombination”), and FMH became a wholly-owned subsidiary of FTI. Upon the consummation of the Recombination, FTI changed its name to Figure Technology Solutions, Inc. For additional information, see the section titled “Prospectus Summary—Organizational History.”

As a result of the Recombination, (i) FTI is a holding company with its principal assets consisting of shares in FLC and FMH, (ii) FTI is the sole shareholder of FLC and FMH, (iii) FMH is a wholly-owned subsidiary of FTI, and (iv) FTI operates and controls all of the business and affairs of FLC, FMH, and their respective direct and indirect subsidiaries. Except as otherwise disclosed in the prospectus included in this registration statement, the historical consolidated financial statements, the summary historical consolidated financial data, and the other financial information included in this registration statement are those of FTI and its consolidated subsidiaries after giving effect to the Recombination.

As used in this prospectus, unless the context otherwise indicates, any reference to “Figure,” “our Company,” “us,” “we,” and “our” refers to FTI, which as a result of the Recombination includes FMH, a Nevada corporation and a wholly-owned subsidiary of FTI, together with its consolidated subsidiaries.

Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide you with information that is different from the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, results of operations, financial condition, and prospects may have changed since that date.

This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we, the selling stockholders nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

v

Except as otherwise disclosed in this prospectus, the historical consolidated financial statements, the summary historical consolidated financial data, and the other financial information included elsewhere in this prospectus have been prepared in U.S. dollars in accordance with accounting principles generally accepted in the United States (“GAAP”) and for the six months ended June 30, 2025 and the year ended December 31, 2024 reflect the combined consolidated statements of FTI and FMH, whereas the comparative information for the six months ended June 30, 2024 and the year ended December 31, 2023 reflects the consolidated financial statements of the previous parent company, FT, prior to the Separation. This historical financial information does not give effect to this offering.

The Recombination by which FMH became a wholly-owned subsidiary of FTI was accounted for as a reorganization of entities under the common control of Michael Cagney. As a result, the consolidated financial statements of FTI recognize the assets and liabilities received in connection with the Recombination at their historical carrying amounts. As required under GAAP, the financial statements of FTI reflect the retrospective consolidation of FMH to give effect to the Recombination.

Glossary

The following are abbreviations and definitions of certain consumer credit, digital asset, and other terms used in this prospectus.

DART—Digital Asset Registration Technologies, our lien and eNote registry platform that utilizes the Provenance Blockchain.

DeFi—Decentralized Finance.

DSCR loans—Our debt service coverage ratio loan product.

Digitally native assets—Assets that are created, issued, recorded, and kept in a digital system, typically a distributed ledger technology, such as a blockchain. They are created and exist purely within the digital realm.

Figure-branded—When loans are originated using our LOS under the Figure brand.

Homogeneous loan origination—Loan origination protocols and processes that are based on the same pre-defined standards and underwriting criteria, which generate loans with similar characteristics and are comparable for purposes of evaluation, documentation and transfer of ownership.

Layer 1 blockchain—The foundational base layer of a blockchain network. It provides the core infrastructure for transactions, data validation, and consensus, and forms the fundamental framework upon which all other layers and applications are built.

Loss rates—Total amount of the unpaid balance of (i) loans originated by us that have been charged-off, foreclosed, and dismissed in bankruptcy, and (ii) non-performing loans that have been sold divided by the total amount of unpaid principal balance of loans originated by us.

Partner—An organization in our Partner-branded strategy. Our partners are typically mortgage originators, servicers, banks, wholesale brokers, and credit unions.

Partner-branded—When loans are originated using our LOS under our partners’ brands.

Real-world assets—Tangible assets with clear economic value, such as loans, stocks, bonds and real estate.

Standardized assets—Assets that have uniformity in characteristics, documentation, underwriting standards and processes. This standardization allows buyers and sellers of loans to streamline processes, improve efficiency and enhance transparency in the transacting of these assets.

vi

Tokenized real-world assets—Physical or tangible assets that are represented on a blockchain through a digital token or marker. This token conveys ownership rights of the underlying asset to the holder and enables transfers of ownership to occur exclusively on the blockchain. If the owner wishes to remove the asset from the blockchain, they may do so by presenting the digital proof of ownership and reverting to traditional methods of asset transfer. To ensure there is no duplication of ownership records, the corresponding blockchain key is destroyed, eliminating blockchain-based access to the asset. All parties with interests in the underlying real-world asset will typically participate in the transfer of ownership unless their interests remain unaffected by the digital conveyance. We tokenize loans by representing the digital loan note on the Provenance Blockchain at the time the loan is originated, and then using the blockchain to represent the owner of the loan as the loan is bought and sold. The owner of this token has all of the rights, obligations and privileges with respect to ownership of the underlying loan promissory note. Any party involved in a transaction with the loan participates in the blockchain-based transfer of such loan. The blockchain tokenized real-world assets are "digital twins" of the real-world asset representations, as documented through traditional legal documents that record real-world assets pursuant to state law. The token itself has no additional rights or value other than those granted by the ownership of the real-world asset.

vii