SecProbe.io

June 6, 2025
Michael Tannenbaum
Chief Executive Officer
FT Intermediate, Inc.
5 Bryant Park, 34th Floor
New York, NY 10018
Re:FT Intermediate, Inc.
Draft Registration Statement on Form S-1
Submitted May 9, 2025
CIK No. 0002064124
Dear Michael Tannenbaum:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
About this Prospectus, page ii
1.Please revise here and where appropriate to clarify the intended timing of the
Recombination, or if it has already occurred, provide the date when you completed the
Recombination.
Summary
Overview, page 1
2.We note the statement in the second paragraph that you have grown quickly and
profitably, with net income of $20 million and Adjusted EBITDA of $102 million.
Please balance with disclosure of your accumulated deficit and losses.
Please revise your organizational chart on page 16 to provide quantification of the 3.

June 6, 2025
Page 2
ownership interests, including identification and quantification of ownership interests
of persons or entities that control each depicted entity.
4.We note your references on pages 6, 12 and elsewhere to tokenized real-world assets.
You also describe your plan to add them to your ATS and state that once these assets
flow through Figure Connect and the corresponding securitization markets, they are
expected to be traded on Figure Exchange. Please revise to specify what you mean by
real-world assets and explain the process of tokenizing them. Expand your disclosure
to describe the anticipated timeline and milestones for adding these assets, and clarify
how you intend to monetize these activities. We also note your disclosure that you are
granting Figure Exchange customers access to private company equity offered for
secondary trading and bankruptcy claims created on-chain. Please further explain this
service, how you grant customers access to this service, the material terms related to
this service, and any distinct revenue derived from this service. State, if true, that you
have not generated more than de minimis revenues from these real-world tokenization
and bankruptcy-related activities. If amounts are more than de minimis, please
provide approximate quantification.
5.Please revise the Summary and where appropriate to clarify which of your products
and servicers currently generate significant revenues. For example, please revise Our
Solutions on page 3 to disclose the approximate percentages of your revenues
attributed to each of the systems and activities, including LOS, Figure Connect and
DART. In this regard, please disclose, if true, that a substantial majority of your
revenues relate to originating and selling HELOC loans that still rely on traditional
systems of record. Additionally, clarify in approximate, quantified terms the extent to
which your activities, such as loan origination, do not rely solely on blockchain
technology.
6.It appears that some products or services may not be fully operational or generating
significant revenues. For example, we note the statement on page 8 that your goal is
for YLDS to become the de-facto currency of Figure Exchange. You also refer to your
growing stream of ecosystem and technology fees. Please clarify the extent to which
products and services are not yet fully operational or generating revenues, and include
as applicable a discussion of the anticipated timelines and impediments to achieving
the stated goals.
7.Please revise to clarify your key products and services and minimize the use of what
appear to be defined terms and industry jargon. As non-exclusive examples, we note
references on page 129 and elsewhere to your "active partners," but it is unclear how
you differentiate between an active partner and other partners. Where
you discuss real-world and digitally native assets, clarify what these assets are and
how they differ. Where you refer to "standardized assets" and "homogenous loan
origination," please clarify what you mean.
As other examples of unclear business descriptions, we note the reference on page 156
to Disintermediated Lending and Borrowing, which involves "self-custody
technology" and users able to "directly lend assets to borrowers within the ecosystem,
effectively allowing for the monetization of assets without the need for exchange
intermediation." Are these peer to peer retail loans? How are the relevant agreements
structured and how does FT Intermediate generate revenues and incur expenses 8.

June 6, 2025
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through these exchanges? As another example, please provide a step by step
summary of how the Figure Connect marketplace "disintermediates the loan delivery
process after origination." Similarly please revise to summarize how MPC wallets
work. In this regard, we note statements in the media suggesting that the multi-party
feature enables a bankruptcy remote relationship. Please revise to clarify and use cross
references as appropriate to the more detailed information you provide in the Business
section.
9.We also note the Democratized Prime product on page 154. Please revise to clarify
the parties involved and mechanics for this product offering. For example, we note the
Figure Markets website talks about users making an offer to "lend an asset into a
lending pool." Please clarify what a lending pool is and clarify the material terms and
conditions applicable to the various parties as well as how the company generates
revenue and incurs expenses with this product. Indicate, if true, that this product has
not yet generated significant revenues.
10.Please further describe here or elsewhere as appropriate your relationship with your
partners, including the types of arrangements that govern these relationships.
Additionally, please clarify your reference to loan originations throughout the
registration statement to indicate whether you are referring only to loans you
originated or also to loans acquired from "wholesale brokers," loans originated by
your partners, or otherwise. For example, you state on page 1 that 71% of your loan
originations for the quarter ended March 31, 2025 utilized the DART platform. If this
percentage includes loans originated by partners, disclose the percentage of loans
originated by your partners.
11.We note your disclosure on page 2 that approximately $1 billion in HELOC volume
was transacted on Figure Connect from June 2024 to March 2025. We also note your
disclosure on page 185 that Figure REIT purchases loans from FL LLC through
Figure Connect. Please quantify the loan volume Figure REIT purchased from FL
LLC on Figure Connect during the period from June 2024 to March 2025. If material
to your business, please file the Right of First Refusal to Purchase Loans Originated
or Acquired by FL LLC as an exhibit.
12.You state on page 6 that your pricing structure and unit economics are designed to
further incentive customers to transact on Figure Connect, as revenue received has
historically exceeded costs incurred by a margin of at least 2%. Please describe your
pricing structure and unit economics, and how these elements incentive your
customers to transact on Figure Connect.
13.We note the statement on page 3 that paying any type of yield "would require a
stablecoin to be registered as a security." Please revise to qualify this statement given
that YLDS is a security and therefore subject to certain applicable regulatory
restrictions/requirements to which stablecoins are not subject. For example, we note
that YLDS is not permissionless like stablecoins.
Our Solutions, page 3
14.Please briefly describe your "Figure-branded strategy" in this section so readers can
place your discussion and reference to this strategy into context.

June 6, 2025
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15.We note the reference on page 5 to Figure-branded loans. Please revise to clarify the
difference between Figure-branded loans and the other 72% of your total loan
originations.
Proprietary Loan Origination System, page 5
16.Please revise your disclosure on pages 5 and 152 to define “loss rates.”
17.We note your disclosure that your top 10 partners contributed 52% of your origination
volume. Consider including a risk factor discussing risks associated with any material
concentrations. Please revise to describe the business conducted by the top 10 (e.g., by
industry, size, whether banks or non-bank finance companies, any geographic
concentration, etc.).
18.We note your reference to your joint venture with Sixth Street Partners and your goals
for the guarantor vehicle. Please disclose if the guarantor vehicle is currently
deployed. If it is not, please disclose the status of this joint venture and clarify when
you expect to deploy the guarantor vehicle, if known. Please provide similar
disclosure regarding your Figure Certified program.
19.Please refer to your disclosure in the second bullet point on page 7 that many assets
available for trading on Figure Exchange are expected to be available for trading only
on Figure Exchange. Please revise your disclosure to identify which assets you are
referring to and explain why you expect the assets to be exclusively traded on Figure
Exchange.
YLDS, page 7
20.We note from your website that YLDS can be traded for Bitcoin directly on Figure
Markets. Please summarize here and in your business section the mechanics of how
holders of YLDS can use them. For example, identify the parties and entities
involved, describe the payment flows, clarify the impact on your processes for
regulatory compliance, such as account reconciliation, and indicate in quantified terms
the extent to which your monetization of these activities has not contributed materially
to your revenues and expenses.
21.Please advise us of how the Figure Certificate Company face amount securities are
designated "YLDS." It is unclear if this designation is registered with a third
party, changeable at will or otherwise limited. It appears YLDS could be confused
with a security that is listed on a national securities exchange or OTC market. Please
revise to clarify.
22.We note your disclosure here and throughout that your loan origination system and
Figure Connect marketplace is expandable to broader consumer loan assets. Please
more clearly describe what features make these products expandable, when you plan
to expand to broader consumer loan assets and which consumer loan assets you plan
to expand to, if known, and material barriers to such expansion.
23.We note references here and throughout to your assumed take rate based on your
targeted pricing. Please describe how you determined the take rate and any material
underlying assumptions.

June 6, 2025
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Our Growth Strategy, page 10
24.We note the statement that you envision the development of a forward market linked
to underlying asset production, "similar to the operation of TBA securities in the
Fannie Mae and Freddie Mac loan trading market." To provide context and balance
this statement, please revise to explain material structural and regulatory impediments
to creating a TBA market.
Voting Rights, page 19
25.We note the dual class capitalization and 10 votes per share for Class B shares. Please
revise to further clarify the features and impact of the Class B shares. For example,
identify any circumstances for mandatory conversion and any sunset provisions that
limit the lifespan of the high-vote shares; disclose the percentage of outstanding
shares that Class B shareholders must keep to continue to control the outcome of
matters submitted to shareholders for approval; disclose any circumstances or events
in which the conversion of high-vote is mandatory or optional, and any resulting
impact on low-vote shareholders, including dilution.
Our growth depends, in part, on the success of our strategic relationships to attract potential
customers, page 30
26.We note your disclosure that in some cases, you may offer consumers incentives to
obtain HELOCs from you, such as gift cards. Please describe the terms of the gift
cards and other incentives. For example, disclose whether they solely have cash value
or are otherwise redeemable for, among other things, interests in you or your
affiliates. We also note your risk factor on page 88 regarding your marketing
practices. If material, please describe how the offered incentives are treated under
RESPA.
A significant amount of the trading volume on Figure Exchange is derived from a relatively
small number of customers, page 64
27.Please disclose the number of customers accounting for the significant amount of
trading volume on Figure Exchange, and quantify the amount of trading volume
contributed by these customers. Consider revising Business section to describe these
relationships and any key terms or agreements governing these relationships.
We hold state licenses that result in substantial costs, page 93
28.Please disclose whether you have obtained the material licenses and permits for
operations you describe. In this regard, we note your disclosure that you may not
currently have, and may not be able to obtain or maintain all required licenses and
permits.
Business Overview, page 129
We note your disclosures that your process reduces the time from application to
funding of a home equity loan by about 30 days and reduces the average production
cost by approximately $10,500 per loan, compared to industry averages. Please
enhance your disclosure, here or elsewhere as appropriate, to identify and, if possible, 29.

June 6, 2025
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quantify the key features and/or processes associated with your loan origination
system that have resulted in these reductions. For example, consider including a
comparative presentation of your HELOC application to funding process and typical
industry average process, showing what key improvements and efficiencies result in
time reduction.
30.Please revise your filing to disclose whether you paid any fees to use the Provenance
blockchain. If so, quantify the fees paid for each period presented, specify to whom
the fees were paid, and identify where these costs are reflected in the financial
statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 129
31.Please revise to include a discussion of financial condition and changes in financial
condition as required by Item 303(b) of Regulation S-K.
32.Please revise your disclosure, where appropriate, to include the typical contractual
term (i.e., maturities) and typical contractual payment terms and conditions for your
HELOC product and any other significant loan products. In addition, please disclose
the weighted average term and weighted average APR for these products.
Key Operating Metrics, page 130
33.Please revise your disclosure of key operating metrics to separately quantify loan
origination system volume for both the Figure-branded and Partner-branded channels.
In addition, please revise your disclosure, here or in your discussion of results of
operations, to quantify the fees (e.g., ecosystem and technology fees, origination fees,
etc.) recognized for each channel. To the extent that changes or trends in your
channels or loan products results in a material impact on your loan origination volume
and/or financial results, please provide appropriate discussion and analysis explaining
why such changes occurred.
Continued Expansion of our Ecosystem and Product Offerings, page 131
34.We note your disclosure that your current roster