FT Intermediate, Inc.
Filed Aug 18, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Aug 18, 2025
Contents
CAPITALIZATION
The following table summarizes our cash and cash equivalents, as well as our capitalization, as of , 2025:
on an actual basis;
on a pro forma basis to give effect to (i) the filing and effectiveness of our amended and restated articles of incorporation and the effectiveness of our amended and restated bylaws and (ii) the Transactions, as if each such event had occurred on , 2025; and
on a pro forma as adjusted basis to reflect (i) the pro forma adjustments set forth above, (ii) the receipt by us of gross proceeds of approximately $ in connection with the Option Exercise, and (iii) the issuance and sale by us of shares of Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
| (in thousands, except share data) | Actual | Pro Forma | Pro Forma As Adjusted(1) |
|---|---|---|---|
| Cash and cash equivalents | $ | ||
| Secured borrowings | |||
| Funding debt, net of unamortized issuance costs | |||
| Stockholders’ equity (deficit): | |||
| Convertible preferred stock, par value $0.00001 per share, 114,367,814 shares authorized, issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted | |||
| Common stock, par value $0.00001 per share, 350,667,814 shares authorized, shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted | |||
| Preferred stock, par value $0.0001 per share, no shares authorized, issued and outstanding, actual; 100,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted | |||
| Blockchain common stock, par value $0.0001 per share, no shares authorized, issued, or outstanding, actual; 500,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted | |||
| Class A common stock, $0.0001 par value per share, no shares authorized, issued and outstanding, actual; 1,000,000,000 shares authorized, shares issued and outstanding, pro forma; 1,000,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted | |||
| Class B common stock, $0.0001 par value per share, no shares authorized, issued and outstanding, actual; 400,000,000 shares authorized, shares issued and outstanding, pro forma; 400,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted | |||
| Additional paid-in capital | |||
| Accumulated deficit | |||
| Total stockholders’ equity | |||
| Total capitalization | $ | ||
(1)Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, accumulated deficit, total stockholders’ equity, and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital, accumulated deficit, total stockholders’ equity, and total capitalization by approximately
$ million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.
If the underwriters’ option to purchase additional shares is exercised in full, pro forma as adjusted cash and cash equivalents, additional paid-in capital, accumulated deficit, total stockholders’ equity, and total capitalization and shares outstanding as of , 2025 would be $ million, $ million, $ million, $ million and , respectively.
The pro forma and pro forma as adjusted columns in the table above are based on shares of our Class A common stock and shares of our Class B common stock outstanding as of , 2025, and after giving effect to the Transactions, excludes:
shares of Class A common stock and shares of Class B common stock issuable upon the exercise of outstanding options as of , with a weighted-average exercise price of $ and $ per share, respectively (after giving effect to the Option Exercise);
RSUs covering shares of Class A common stock as of , 2025, which are issuable upon satisfaction of service-based and liquidity-based vesting conditions;
shares of Class A common stock and shares of Class B common stock reserved for future issuance under our 2025 Plan, which will become effective on the day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part, as well as any shares of Class A common stock that become available pursuant to provisions in the 2025 Plan that automatically increase the share reserve under the 2025 Plan; and
shares of Class A common stock and shares of Class B common stock reserved for future issuance under our ESPP, which will become effective on the day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part, as well as any shares of Class A common stock that become available pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP.
For additional information, see the section titled “Executive Compensation—Equity Compensation Plans.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.