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June 3, 2024

FILED VIA EDGAR

Mr. Bernard Nolan

Senior Special Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Subject: Figure Certificate Company

(File Nos. 811-23913; 333-275154)

Dear Mr. Nolan:

On behalf of the Company, submitted
herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “SEC” or “Commission”) that you provided orally on May 23, 2024 with regard to the Company’s
first pre-effective amendment to the registration statement on Form S-1 (the “Registration Statement”), relating to the registration
of the Transferable Certificates and Installment Certificates (together, the “Certificates”) of Figure Certificate Company
(the “Company”). The Registration Statement was filed with the Commission on March 26, 2024 under the Securities Act of 1933
(the “Securities Act”).

Below, we have provided your comments
(in bold) and the Company’s response to each comment. Capitalized terms not otherwise defined in this letter have the meanings assigned
to the terms in the Registration Statement.

Comments:

 1. In the opinion of the SEC staff, the Company has engaged in gunjumping due to a press release and an
article, both published on March 18, 2024, and a podcast published on May 3, 2024. Please describe the steps the Company intends to take
to ensure that gunjumping does not occur before the SEC has declared the Company’s registration statement on Form S-1 effective.

Response: Without agreeing
with the SEC staff’s opinion with respect to whether the cited materials constituted gunjumping, the Company would like to assure
the SEC and its staff that the Company views gunjumping very seriously and is taking the following measures to guard against it: (a) all
personnel of the Company and the Company’s indirect parent, Figure Markets Holdings, Inc. (“FMHI”), including FMHI’s
CEO, Michael Cagney, have been instructed by FMHI’s Chief Legal Officer to refrain from making or publishing any public statements,
press releases, and other public communications about the Company or the Certificates prior to the effective date of the Company’s
Form S-1; and (b) prior to the effective date of the Company’s Form S-1, all public statements, press releases, and other public
communications of the Company or FMHI will be reviewed by the Chief Legal Officer or her designee before they are disseminated to ensure
there is no mention or reference to the Company or the Certificates.

 2. Please supplementally confirm that the alternative trading systems, including the Figure Securities’
ATS, on which the Transferable Certificates can be used, do not rely on smart contracts for their operation. In this regard, we note the
Provenance Blockchain website indicates that the Figure Securities’ ATS uses smart contract technology. If this information is dated,
and the Figure Securities’ ATS has been restructured in such a way that smart contracts are no longer being used, please so advise
and confirm that the Figure Markets platform with which the Figure Securities’ ATS has been integrated or is being integrated does
not rely on the use of smart contracts.

Response: All Figure platforms
– including the Figure Securities’ ATS and the new Figure Markets’ platform – have migrated away from the use
of smart contracts, because the technology used by the underlying Provenance Blockchain has developed and no longer requires smart contract
functionality. The functionality that the smart contracts provided before is now built into the Provenance Blockchain by default, such
that the Provenance Blockchain no longer needs to be supplemented by smart contracts to provide the same functionality.

 3. With respect to the new disclosure on page 16 of the Prospectus related to the transferability of Figure
Transferable Certificates in peer-to-peer transactions, please further define “on-chain transactions” versus “off-chain
transactions” and provide a brief description of the types of peer-to-peer transactions that may be entered into off-chain. As the
Transferable Certificates are intended to be used as a settlement mechanism in transactions occurring on a regulated alternative trading
system (for example, Figure Securities’ ATS), the disclosure appears to be referring to those transactions, among others.

In this regard, considering the facts
and circumstances, including public statements and disclosure changes that have been made, we understand that Figure Securities maintains
an off-chain limit order book, and that assets traded on such platform purportedly remain in self-custody through the use of “decentralized”
multi-party computation custodial accounts and the tokenization of security entitlements.

If true, please supplementally explain
why you believe the use of this structure is such that transactions occurring on or through Figure Securities’ ATS can reasonably
be characterized as peer-to-peer. Please also supplementally confirm that the Transferrable Certificates cannot be used on the Figure
Markets’ crypto asset trading platform that recently launched, which we understand is intended to be integrated with and offered
under the same brand (i.e., Figure Markets) as the Figure Securities’ ATS, or any other trading platform that is not a regulated
alternative trading system.

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Response: The Company uses
the term “on-chain” to refer to transactions that are initiated, negotiated, and settled on the Provenance Blockchain. The
Company uses the term “off-chain” to refer to transactions that can be initiated, negotiated, or settled without using the
Provenance Blockchain (by using a telephone or email, for example). We have revised the Registration Statement to reflect that settling
transactions in Certificates will all take place on-chain and will delete language referring to off-chain transactions. These changes
are needed because the technology underlying the Provenance Blockchain has developed such that functions originally designed to take place
off-chain can now all be performed on-chain. As a result, there should never be situation where settling Certificate transactions occur
off-chain.

Transactions occurring on or through Figure
Securities’ ATS can reasonably be characterized as peer-to-peer, because assets never leave a customer’s custodial account
to an intermediary, and assets move directly and bilaterally to another customer. To ensure settlement, each party to a transaction temporarily
authorizes a hold within their custodial account until assets are transferred. This methodology allows the actual transfer of assets to
happen directly between two counterparties without any third-party holding the counterparties’ assets. The Company thinks that this
can accurately be described as “self-custody,” and the transactions can accurately be described as peer-to-peer.

The Company confirms that, while the Transferable
Certificates will not be traded on the Figure Markets’ crypto asset trading platform that recently launched or any other trading
platform that is not a regulated alternative trading system, consistent with the Company’s disclosure in its Form S-1, the Company
anticipates that the Transferable Certificates will be used as a settlement mechanism in peer-to-peer transactions. Such transactions
include those occurring on the Figure Securities’ ATS and the Figure crypto asset trading platform.

 4. With respect to the statement on page 12 of the Prospectus that “Provenance Blockchain Foundation
will convert U.S. dollars received from FCC to Hash and will use the Hash to pay for Certificate transaction gas fees on the Provenance
Blockchain,” please explain how this disclosure is consistent with other disclosure indicating that the Foundation will be reimbursed
for fees incurred. This disclosure suggests that the Company will pay the Provenance Blockchain Foundation in advance based on estimated
fees, which are variable. Please revise or advise.

Response: The Registration
Statement has been revised to reflect that the Foundation will be reimbursed for fees incurred.

 5. With respect to the statement on page 13 of the Prospectus that “… FCC has entered into
an agreement with its indirect parent, Figure Markets Holdings, Inc. (“FMHI”), whereby FMHI will provide FCC with U.S. dollars
to reimburse the Provenance Blockchain Foundation for gas fees upon FCC’s request,” please file the agreement with Figure
Markets Holdings, Inc. under which it will provide the Company with U.S. dollars to reimburse the Provenance Blockchain Foundation for
gas fees upon the Company’s request. Refer to Item 601(b)(10) of Regulation S-K.

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Response: The Company will
file the agreement between FMHI and FCC as an exhibit to the Registration Statement.

 6. Please explain the business and/or legal reasons for changing the price of the Transferable Certificates.

Response: The price of the
Transferable Certificates was changed from $0.01 to $0.000001 to allow the Certificates to be competitive with other six-decimal digital
assets (such as so-called “stablecoins”). The price change also is intended to bring the Transferable Certificates in line
with other securities that use six decimal places. Also, as a matter of functionality, the Company believes the new price will augment
the usability/accuracy of the Transferable Certificates as a settlement token.

Please do not hesitate to contact
me at (202) 683-3840 or susan.gault-brown@aoshearman.com if you have any questions or wish to discuss any of the responses presented above.

    Very truly yours,

    /s/ Susan Gault-Brown

    Susan Gault-Brown

    Allen Overy Shearman Sterling US, LLP

cc: Cyndi Rodriguez, Chief Legal Officer, Figure Markets
Holdings, Inc.

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