Correspondence 0000947871-25-000072 from Figure Certificate Co (CIK 0001974395)
Figure Certificate Co (CIK 0001974395)
Date: Jan. 24, 2025 · CIK: 0001974395 · Accession: 0000947871-25-000072
AI Filing Summary & Sentiment
File numbers found in text: 333-275154, 811-23913
Letter
Division of Investment Management 100 F Street, NE Washington, DC 20549 Subject: Figure Certificate Company (File Nos. 811-23913; 333-275154)
Dear Mr. Nolan:
On behalf of Figure Certificate Company (the “Company”), submitted herewith via the EDGAR system are 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 January 16, 2025 with regard to the Company’s fourth 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 the Company. The Registration Statement was filed with the Commission on December 20, 2024 under the Securities Act of 1933 (the “Securities Act”).
Below, we have provided your comments (in bold) and the Company’s responses to the comments. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Registration Statement.
Comments:
1. Page 16 of the Registration Statement states as follows: “Stated differently, transfer of a Figure Transferable Certificate prior to the Record Time on the Record Date will require the Company to record an interest accrual on such date to the transferor. Transfers of a Figure Transferable Certificate at or after the Record Time on the Record Date will require the Company to record an interest accrual on such date to the transferee.” Please confirm whether the references cited above to “transferee” and “transferor” are correct.
Response: The Registration Statement has been revised to read as follows: “Stated differently, transfer of a Figure Transferable Certificate prior to the Record Time on the Record Date will require the Company to record an interest accrual on such date to the transferee. Transfers of a Figure Transferable Certificate at or after the Record Time on the Record Date will require the Company to record an interest accrual on such date to the transferor.”
2. We note the disclosure on page 17 of the Registration Statement that: “Figure Installment Certificates will be issued periodically beginning in the second year of FCC’s operations…. Please provide an analysis regarding whether Figure Certificate Company falls within the definition of a “face-amount certificate company” under the Investment Company Act of 1940, as amended.
Response: Section 4(1) of the Investment Company Act defines a “face-amount certificate company” as “an investment company which is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or which has been engaged in such business and has any such certificate outstanding” (emphasis added). Because Figure Certificate Company proposes to issue face-amount certificates of the installment type beginning in the second year of its operation, Figure Certificate Company falls within the plain meaning of the Investment Company Act’s “face-amount certificate company” definition.
3. Page 19 of the Registration Statement states that “The Certificates offered by FCC are issued as digital asset securities using the Providence Blockchain….” Please revise the disclosure to clarify that which is issued on the Providence Blockchain is a digital representation of the face-amount certificates themselves, given that the official record of ownership of the certificates is maintained off-chain.
Response: The Registration Statement has been revised to refer to the Certificates as “digital representations of FCC’s face-amount certificates.”
4. Page 16 of the Registration Statement states that transactions in Figure Transferable Certificates “will be at the face amount of a Figure Transferable Certificate.” It appears that secondary transactions in theory could occur at a value other than the face-amount of a certificate as FCC would have no control over secondary pricing and the holder of a certificate could receive more or less than the face-amount of a certificate. In this regard, we note that page 9 of the Registration Statement states: “Peer-to-peer and ATS transactions are not required to occur at the face amount of a Figure Transferable Certificate. Such transactions will occur at the price agreed upon by the parties to the transaction, which may be the face amount, more than the face amount, or less than face amount.” Please confirm whether secondary transactions can or cannot occur at a price other than the face amount of the Figure Transferable Certificate.
Response: The Registration Statement has been revised to clarify as follows: “Peer-to-peer and ATS transactions occurring on-chain will be at the face amount of a Figure Transferable Certificate; however, any such transactions that occur off-chain are not required to occur at the face amount of a Figure Transferable Certificate. Any such transactions may occur at the price agreed upon by the parties to the transaction, which may be the face amount, more than the face amount, or less than face amount.”
5. The disclosure provided with respect to directors and officers appears not to meet all of the disclosure requirements of Item 401(e)(1) of Regulation S-K. Please revise to take into account all requirements of that item.
Response: The Registration Statement has been revised to meet all of the requirements of Item 401(e)(1) of Regulation S-K.
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
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CORRESP
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filename1.htm
January 24, 2025
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 Figure Certificate
Company (the “Company”), submitted herewith via the EDGAR system are 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 January
16, 2025 with regard to the Company’s fourth 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 the Company. The Registration Statement was filed with the Commission on December 20, 2024 under the Securities Act of 1933 (the “Securities
Act”).
Below, we have provided your comments
(in bold) and the Company’s responses to the comments. Capitalized terms not otherwise defined in this letter have the meanings
assigned to the terms in the Registration Statement.
Comments:
1. Page 16 of the Registration Statement states as follows: “Stated differently, transfer of a Figure
Transferable Certificate prior to the Record Time on the Record Date will require the Company to record an interest accrual on such date
to the transferor. Transfers of a Figure Transferable Certificate at or after the Record Time on the Record Date will require the Company
to record an interest accrual on such date to the transferee.” Please confirm whether the references cited above to “transferee”
and “transferor” are correct.
Response: The Registration
Statement has been revised to read as follows: “Stated differently, transfer of a Figure Transferable Certificate prior to the Record
Time on the Record Date will require the Company to record an interest accrual on such date to the transferee. Transfers of a Figure Transferable
Certificate at or after the Record Time on the Record Date will require the Company to record an interest accrual on such date to the
transferor.”
2. We note the disclosure on page 17 of the Registration Statement that: “Figure Installment Certificates
will be issued periodically beginning in the second year of FCC’s operations…. Please provide an analysis regarding whether
Figure Certificate Company falls within the definition of a “face-amount certificate company” under the Investment Company
Act of 1940, as amended.
Response: Section 4(1) of
the Investment Company Act defines a “face-amount certificate company” as “an investment company which is engaged or
proposes to engage in the business of issuing face-amount certificates of the installment type, or which has been engaged in such
business and has any such certificate outstanding” (emphasis added). Because Figure Certificate Company proposes to issue face-amount
certificates of the installment type beginning in the second year of its operation, Figure Certificate Company falls within the plain
meaning of the Investment Company Act’s “face-amount certificate company” definition.
3. Page 19 of the Registration Statement states that “The Certificates offered by FCC are issued
as digital asset securities using the Providence Blockchain….” Please revise the disclosure to clarify that which is issued
on the Providence Blockchain is a digital representation of the face-amount certificates themselves, given that the official record of
ownership of the certificates is maintained off-chain.
Response: The Registration
Statement has been revised to refer to the Certificates as “digital representations of FCC’s face-amount certificates.”
4. Page 16 of the Registration Statement states that transactions in Figure Transferable Certificates
“will be at the face amount of a Figure Transferable Certificate.” It appears that secondary transactions in theory could
occur at a value other than the face-amount of a certificate as FCC would have no control over secondary pricing and the holder of a certificate
could receive more or less than the face-amount of a certificate. In this regard, we note that page 9 of the Registration Statement states:
“Peer-to-peer and ATS transactions are not required to occur at the face amount of a Figure Transferable Certificate. Such transactions
will occur at the price agreed upon by the parties to the transaction, which may be the face amount, more than the face amount, or less
than face amount.” Please confirm whether secondary transactions can or cannot occur at a price other than the face amount of the
Figure Transferable Certificate.
Response: The Registration
Statement has been revised to clarify as follows: “Peer-to-peer and ATS transactions occurring on-chain will be at the face amount
of a Figure Transferable Certificate; however, any such transactions that occur off-chain are not required to occur at the face amount
of a Figure Transferable Certificate. Any such transactions may occur at the price agreed upon by the parties to the transaction, which
may be the face amount, more than the face amount, or less than face amount.”
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5. The disclosure provided with respect to directors and officers appears not to meet all of the disclosure
requirements of Item 401(e)(1) of Regulation S-K. Please revise to take into account all requirements of that item.
Response: The Registration
Statement has been revised to meet all of the requirements of Item 401(e)(1) of Regulation S-K.
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: Clare Hove, Figure Markets Holdings, Inc.
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