SecProbe.io

July 29, 2025
Michael Tannenbaum
Chief Executive Officer
FT Intermediate, Inc.
5 Bryant Park, 34th Floor
New York, NY 10018
Re:FT Intermediate, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 2, 2025
CIK No. 0002064124
Dear Michael Tannenbaum:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our June 6, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Glossary, page iii
1.We note your response to comment 16. Please revise your disclosure on page iii to
clarify, if true, that the denominator in the calculation of loss rates is the total amount
of unpaid principal balance of loans originated rather than the total number of loans
originated.
Please revise the definition of Tokenized real world assets to clarify the ownership
rights that are conveyed and any related limitations. For example, are the real world
ownership rights exactly the same as the tokenized ownership rights that are
conveyed, or can some rights not be transferred or otherwise copied to the digital 2.

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Page 2
asset? Are the parties associated with the real world asset sometimes not involved in
the conveyance of ownership rights to the holder of the digital asset? Consider
including the more detailed information in the back of the prospectus. Additionally,
please advise us what consideration you gave to revising here or where appropriate to
define "Layer 1 blockchain."
Overview, page 1
3.Noting the revised disclosure on page 158 in response to prior comment 35, please
revise pages 1 and 2 where you initially discuss the consumer credit market and
"origination, gain on sale, and servicing revenue from assets generated through our
LOS," to disclose that HELOCs comprised 100% of your total loan originations as of
the most recent quarter.
4.We note your revised disclosure in response to prior comment 5. Your disclosure on
page 1 continues to highlight products such as the DART platform, Figure Connect,
Figure Exchange, YLDS, and volume transacted on your marketplace as well as
volume-based fees, without indicating the associated revenues of these products.
And it is not until page 2 that you state that you "also earn origination, gain on sale,
and servicing revenue from assets generated through our LOS." Given the bulk of
your historical HELOC business (i.e., servicing fees, interest income, origination fees,
and gain on sale of loans) represents over 70% of your revenue, please revise the
beginning of Summary to provide quantitative and qualitative disclosure indicating
the relatively smaller portion of your revenues associated with the newer products.
5.We note your response to prior comments 8 and 12 and the revised disclosure on page
10 after the statement that Figure Connect "disintermediates the loan delivery
process." It is still unclear how Figure Connect disintermediates the loan delivery
process. Please revise the graphic on page 7 to describe the typical buyers,
explain the transaction flow (including the extent to which buyers sell back into the
marketplace) and explain how the "comprehensive marketplace" is different from
"one-to-one transactions." Additionally, please revise to disclose which source(s) on
the right hand side is/are responsible for the $262 million since June 2024. In this
regard, it is our understanding that the Guarantor Vehicle and Forward
Securitizations were not involved. Please advise and also revise to disclose the key
terms of the relevant agreements with users on Figure Exchange and users of your
MPC-enabled self-custody technology. In this regard, we note the graphic on page 8
portrays the user but not the multi-party entities that apparently enable the MPC
custody.
6.Please also further clarify how FT Intermediate generates revenues and incurs
expenses through Figure Connect and Figure Exchange. For example, further explain
in quantitative and qualitative terms what sellers agree to when they "pay a fee for
utilizing our technology for origination, as well as a fulfillment fee associated with the
execution of loan sales." Include cross references to the more detailed information you
provide in Business.
We note the revised disclosure regarding your "entirely automated application
process" that takes as little as five minutes to complete and as few as five days to
fund. Please revise here and Business to disclose the extent to which there are other 7.

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platform or FinTech competitors with loan origination times closer to your application
and funding times, as opposed to the "traditional" industry timeframe, which you
indicate is approximately 42 days. Additionally, to the extent comparing your median
to the industry average results in less comparable numbers than comparing median to
median, please revise to clarify.
Friction in Access and Extension of Consumer Credit, page 3
8.We note your disclosure on page 3 regarding “mortgage entrepreneurs unburdened by
capital markets constraints.” Please revise to clarify this reference as it is unclear what
regulations and/or markets are assumed.
Limited Real-World Success of Blockchain Technology, page 4
9.We note your response to prior comment 13. Please revise here and/or Regulatory
Environment on page 185 to summarize the applicable regulatory restrictions and
requirements to which YLDS is subject as compared to permissionless stablecoins.
Our Solutions, page 4
10.We note your revised disclosure and response to comment 50. Currently the
disclosure addresses transfer agents and other off-chain and digital processes,
including "an increasing number of hot and cold wallets, as well as an increasing
number of omnibus bank accounts." However, it is still unclear whether DART, LOS,
Figure Connect or any of your other products or services rely solely on blockchain or
other digital technology as the primary system of record. As requested, please disclose
for each material product or service whether it relies solely on blockchain, primarily
on a traditional, off-chain system or record (such as a record of ownership maintained
by a transfer agent) with blockchain as a supplemental record, or otherwise.

Additionally, please revise to clarify the process by which, and the order in
which, your loan originations are recorded on Provenance Blockchain and on
traditional analog systems, such as FOB or omnibus bank accounts. In this regard, we
note your disclosure on page 4 that all of your loan originations are recorded on
Provenance Blockchain, which also starts the process of record keeping on traditional
analog systems. We also note the figure on page 5 and the text under "Day 5" stating
that the loan is recorded in county land records and a hashed record of the loan is
recorded to provenance. Please revise accordingly.
Figure Connect, page 6
11.Please expand your discussion of the joint venture with Sixth Street Partners to better
describe the nature of this agreement as well as ownership of any legal entity
associated with this arrangement, ownership of the loans purchased by the Guarantor
Vehicle, and whose balance sheet reflects the purchased loans. In addition, revise your
disclosures to address whether, and, if so, to what extent, Figure has contributed or is
expected to contribute capital to the Guarantor Vehicle.
Additionally, please revise your disclosure to clarify whether the Guarantor Vehicle is
currently purchasing loans within the figure connect ecosystem and discuss the source
(e.g., which entity, person, etc.) provided the initial capitalization. Describe the 12.

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business of Sixth Street Partners and your relationship, including for example
purposes only the key terms of any agreements governing this relationship. Clarify
how this relationship will contribute to your goal of “enhance[ing] liquidity for loans
originated on [y]our LOS.” Please also clarify if the Guarantor Vehicle may provide a
guaranty or backing of the loans. Advise us whether you plan to file the agreement
with Sixth Street as a material agreement and, if not, explain why you believe it is not
required by Item 601(b)(10) of Regulation S-K.
YLDS, page 9
13.We note your response to prior comment 20 but are unable to locate revised disclosure
completely responsive to the comment. In this regard, you state that:
•YLDS allows for an "off-ramp to fiat during U.S. banking hours" and that your
goal is to allow transfers 24 hours a day. However, it is unclear what regulatory
compliance is required to achieve your goal and where you are in the process.
With respect to the goal of YLDS being the "de-facto currency" of Figure
Exchange, please quantify the approximate percentage that is currently done using
YLDS;
•As other non-exclusive examples, your goals include cross-border remittances and
YLDS as a settlement currency for digital asset trades, such as BCT. However,
you do not explain the regulatory compliance required or indicate where you are
in the process of seeking approval for cross-border remittance and YLDS as a
settlement currency for digital asset trades, such as BTC;
•Third-party interest is expected to increase as you "begin to mint YLDS on other
Layer 1 blockchains." However, it is unclear what this phrase means, what
regulatory compliance may be necessary, and what the timeline is; and
•Interest income was approximately $4 thousand, but it is unclear how you receive
this interest, whether as payments from Figure Certificate Company or otherwise,
and what the related expenses are.
Please revise accordingly.
Homogeneous underwriting with immutable, transparent access, page 11
14.We note your page 11 reference to “third-party review expenses.” Please expand your
disclosure to clarify what these third-party reviews are, the role they play in your
underwriting, and the parties involved in this process. Disclose the requirements and
parameters of these third-party reviews. For instance, do third-party reviews include a
review of 100% of the pool assets? Please also describe the characteristics of the 2025
securitizations (registered, unregistered, or both, Agency MBS, RMBS, inclusion of
other asset classes).
Expand Figure Connect Volume, page 13
We note the disclosure on page 14 that you “could face regulatory hurdles” and that
these “may” include various requirements and limitations. Please revise to clarify how
you intend to make Figure Connect the venue for market making and trading of this
related market. In this regard, we note that the TBA market is currently limited only to
the GSEs. Please detail how you plan to achieve your stated goal, making sure to 15.

July 29, 2025
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address how you have considered the current structures in place. Additionally, please
revise to clarify whether the public data rooms, full guarantees and other hurdles and
restrictions that you reference currently apply to you and identify the source(s) of
these restrictions and hurdles, whether internal, regulatory or otherwise. In this regard,
please further clarify the reference to “more than 10% of the collateral,” including the
source of the 10% threshold.
Our growth depends, in part, on the success of our strategic relationships, page 32
16.We note your response to prior comment 26. We are unable to locate revised
disclosure responsive to all information requested in the comment. Please tell us how,
if at all, the offered incentives are treated under RESPA, or advise.
Increases in borrower default rates on loans could make us and our loans less attractive, page
43
17.Noting your disclosure throughout with respect to VIEs and on page 43 that HELOC
securitizations are non-recourse to you, please revise to explain how the loan
performance of the loans securing your securitizations may result in a change in bond
rating for you.
We hold state licenses that result in substantial costs, page 98
18.We note your response to prior comment 28. With a view to revised disclosure to the
extent material, advise us of the expected timeframe for approvals and the scope of
the various licenses that need to be reapplied for (i.e., state, federal and nature of the
activity for which a license is required, including for "lending and servicing, money
transmission, virtual currency, and other related activities").
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 133
19.We note your response to prior comment 31 and revisions to pages 134-143. Please
enhance your disclosures to provide more narrative explaining the reasons behind
period-over-period changes in material balance sheet line items and noting whether
such changes indicate an ongoing trend. As examples only, this might include:
•an explanation of why loans held for sale at fair value (about 34% of total assets
at December 31, 2024) rose approximately 55% year-over-year ( e.g., perhaps
tying to specific business expansion efforts, etc.), as well as quantitative and
qualitative disclosure of any material concentrations ( e.g., geographic, internal
risk rating, etc.);
•an indication of why cash and cash equivalents (25% of total assets at December
31, 2024) more than doubled year-over-year ( e.g., if applicable, underlying
strategic changes, activity in particular business(es), requirements associated with
YLDS, etc.); and
•a discussion of why payables to third-party loan owners increased year-over-year.
Key Operating Metrics, page 136
We note your response to prior comment 33. Please revise your key operating metrics 20.

July 29, 2025
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disclosures to separately quantify loan origination system volume for the Figure-
branded and the Partner-branded channels. In addition, please enhance your revised
disclosure discussing results of operations to quantify the amount of each revenue
component that is attributable to Figure-branded loans versus Partner-branded loans
(e.g., origination fees, gain amounts, etc.).
Gain on sale of loans, net, page 145
21.Please expand your disclosure to better explain how you recognize gains and fair
value adjustments through Partner-branded channels, considering your disclosure on
pages 2, 134 and 168 that your partners use your technology to independently
originate loans.
Other expense, net, page 147
22.We note your response to prior comment 44 and your revised disclosure on pages 147
and 152. Please revise your disclosure to identify the digital assets and the
investments that were written off and to discuss the underlying reasons to support the
amount and timing of these charges.
Credit Risk, page 165
23.We note your disclosure on page 43 that as of March 31, 2025 and December 31,
2024, you did not hold the first lien on 94% and 91%, respectively, of the HELOCs on
your balance sheet. Please revise your disclosure to address how you monitor credit
risk on those loans for which the first lien is owned by others.
Business, page 167
24.We note your response to prior comments 10 and 48 and the statement that partners
get to use LOS and the Figure Connect marketplace in exchange for fees. Please
describe the typical fee structure contained in your contractual agreements with
partners, including an explanation of each specific service activity each category of
fee is based on and whether they are calculated using percentages, per transaction, or
otherwise. Additionally, we note your reference on pages 2,