SEC Company Response from Figure Technology Solutions, (FGRS) — Aug 18, 2025
Figure Technology Solutions, Inc.
Date: Aug. 18, 2025 · CIK: 0002064124 · Accession: 0001628280-25-040674
AI Filing Summary & Sentiment
Letter
Document
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
Chicago Riyadh
Dubai San Diego
Düsseldorf San Francisco
Frankfurt Seoul
Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
August 18, 2025
VIA EDGAR
Division of Corporation Finance
Office of Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ben Phippen, Cara Lubit, Madeleine Joy Mateo, James Lopez
Re: FT Intermediate, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted August 4, 2025
CIK No. 0002064124
Ladies and Gentlemen:
FT Intermediate, Inc., a Nevada corporation (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) on the date hereof a Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted to the Commission a draft Registration Statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act, on May 9, 2025 (the “Draft Submission”), as most recently amended by Amendment No. 2 to the Draft Submission submitted on August 4, 2025 (“Amendment No. 2”). The Registration Statement has been revised to address the comments received from the staff of the Commission (the “Staff”) on Amendment No. 2. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. Page references in the text of this letter correspond to the pages of the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. The responses and information described below are based upon information provided to us by the Company.
Amendment No. 2 to Draft Registration Statement on Form S-1
Summary, page i
1. Please revise the graphic on page 18 to clarify the entities, such as Figure Certificate Company, that conduct operations relating to the products you describe, including YLDS, Figure Connect, Figure Exchange, and so forth.
August 18, 2025
Page 2
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 17.
2. We note your response to prior comment 2.
•Please expand your disclosure to provide a more detailed explanation of how the company tokenizes securities, including whether and how it holds the underlying securities and whether token holders have all of the rights, obligations, and privileges with respect to the underlying securities.
•We note the statement that all parties in the underlying real-word asset "will typically participate in the transfer of ownership unless their fractional interests remain unaffected by the digital conveyance." Please include a more detailed explanation of what this means. Additionally, with respect to your particular business model and tokenization of RWA, please revise Summary and Business to clarify any important limitations of holding the tokenized asset. For example, if all relevant parties are not made aware of or allowed to participate in potential transfers of digital conveyance, please summarize how disagreements or disputes are resolved. As another example, does the holder of an RWA with certain rights and benefits potentially not receive the same rights and benefits when holding the tokenized asset? Are some features of loans, debt or equity not translated to the tokenized asset? Please revise accordingly.
•We note the token enables holders to have fractional interests in the underlying securities. Please revise your disclosure to explain how you handle securities of companies that do not permit fractional shares.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages iv, 12, 13, 194, and 195 in response to each of the bullet points above. In response to the first bullet point above, the Company further advises the Staff that its current principal business is the tokenization of loans and not the tokenization of securities. In response to the third bullet point above, the Company further advises the Staff that it has removed the term “fractional” from the definition of “Tokenized real-world assets” because the Company focuses on tokenizing loans, and, as of today, loans in its ecosystem are not bought or sold in fractionalized form. While this is possible and could happen in the future, removing the term “fractional” offers investors more clarity about the Company’s current business.
Limited Real-World Success of Blockchain Technology, page 4
3. We note your response to prior comment 9 and the statement on page 11 that "Figure Exchange and Figure Payments Corporation make it possible to buy BTC with YLDS by first swapping USD for YLDS and then using YLDS to buy BTC. This process allows YLDS holders to use YLDS as a form of payment when purchasing BTC." Please describe the specific steps of how this is done (for example, what third parties or platforms are involved? Is there a specific ratio involved and if so how is that determined?).
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 11 and 189. The Company further advises the Staff that no third
August 18, 2025
Page 3
parties external to the Company are involved when the Company facilitates these transactions. When a customer on Figure Exchange wishes to purchase BTC using YLDS as a payment mechanism, that customer enters a limit order to purchase BTC. In the background, that order is placed into a virtual BTC/YLDS order book. An account owned by Figure Payments Corporation, which is responsible for the exchange, then mirrors this order in the BTC/USDC order book, where it is lifted by sellers wishing to receive USDC as payment. Upon settlement, BTC first moves to the Figure Payments Corporation account from the seller, and then transfers to the buyer’s account. Inversely, YLDS will be moved from the buyer’s account to Figure Payments Corporation, and USDC will be moved from Figure Payments Corporation to the seller. This full process occurs within seconds.
4. We note your response to prior comment 12 and the statement that once the Guarantor Vehicle begins purchasing HELOCs via Figure Connect, these purchases will increase the amount of liquidity available to your network of partners selling their assets on Figure Connect. With a view to revised disclosure, please advise us how the Guarantor Vehicle is expected to work within Figure Connect and how its functioning within Figure Connect will increase available liquidity other than by paying for loans. Additionally, advise us why you use the term “Guarantor” when the JV apparently does not guaranty payment by the securitization vehicle or any other element of the financings.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 186 in response to the Staff’s comment. The Company further advises the Staff that the Guarantor Vehicle is a buyer of Figure HELOCs on Figure Connect and has committed capital to buy these loans even when there are no other bidders to buy. The Company also advises the Staff that it uses the term “Guarantor” because the Guarantor Vehicle assumes the first loss or residual position in its securitizations by holding the equity portion of those securitizations on its balance sheet. As such, that first loss position is therefore a version of a guarantee. However, from the Company’s perspective, the material element of the Guarantor Vehicle is having a well-capitalized purchaser of HELOC loans making the Figure Connect platform more attractive to originate.
5. We note recent announcements, including with respect to Animoca Brands/NUVA and a statement by a co-founder that Figure, "the largest holder of $HASH which is the governance token - holds 20% of the supply but does not vote and delegates across multiple validators." With a view to clarifying disclosure in the registration statement, please advise us (i) where the Animoca Brands "strategic partnership connecting issuers with investors" will fit in among Figure's products; and (ii) whether Figure's ownership percentage and ability or lack of ability to vote and delegate across multiple validators should be addressed in the prospectus. Additionally, it appears NUVA will create "nuYLDS and nuHELOCs" and "a unified, chain-agnostic vault marketplace that offers a curated set of vaults from leading asset issuers, each with distinct yield strategies and risk profiles," which will
August 18, 2025
Page 4
enable retail investors and others "to access a wide range of investment products permissionlessly via NUVA."
Please clarify for us in layman's terms how these will work, how they will fit in with Figure and what, if any, material challenges and risks are presented by this and similar strategic partnerships.
Response: The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff that Animoca is equivalent to any other buyers of loans or YLDS on the Company’s platform. Animoca is purchasing Figure loans and YLDS through commercial channels, with no commitment or agreement with the Company to acquire assets or special terms for acquisition. In other words, Animoca is pari passu to any other market participant. While Animoca may tokenize these assets (nuYLDS and nuHELOCs), the Company is still facing Animoca as the buyer and Animoca is still holding the assets, and Figure is directing remit to Animoca as they would any other holder of either asset. The Company has no direct association with or endorsement of any nu-asset.
Th Company further advises the Staff that it holds 15% of HASH, the utility token of the Provenance Blockchain. The Company’s vote is not binding and it defers to the Provenance Foundation, the largest HASH holder, to drive governance.
Figure Exchange, page 9
6. We note your response to prior comment 32. We were unable to locate revised disclosure in response to the entirety of the comment, including how users choose the most appropriate and efficient pool for their unique use case and what you mean by this reference, clarification of the steps of the Dutch-style auction and any reference rates used, quantification of average hourly rates as of the most recently practicable date, and what you mean by "assets under management" in the context of Democratized Prime. Please revise your disclosure, or advise. In this regard, please revise to describe the lender- and borrower-interfacing product, including for "retail customers who want to lend their capital."
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 187. The Company further advises the Staff that it does not use the term “assets under management” to describe Democratized Prime because the assets are not under our management. Instead, the Company operates a marketplace and charges the borrowers on the marketplace a fee for access.
Homogeneous Underwriting, page 14
7. We note your response to prior comment 14. Noting your disclosure on page 13 that your third-party review expenses are also reduced by as much as 80% as compared to a sample of 2025 securitizations, which had 100% of their loan pool reviewed versus 20% for Figure, please expand your disclosure to discuss the requirements and parameters of the third-party reviews. Disclose the factors or considerations upon which these percentages are based.
August 18, 2025
Page 5
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 14.
8. We note your response to prior comment 25 and the discussion of FICO scores. Please revise here and where appropriate to state, if true, that a significant percentage of your borrowers are subprime. Additionally, with a view to clarifying disclosure, advise us if borrowers are required to draw down a minimum amount at origination.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 13. The Company further advises the Staff that per the Consumer Financial Protection Bureau Guidelines, subprime borrowers are defined as those with lower than 620 FICO scores. For the six months ended June 30, 2025, less than 0.1% of the Company’s Consumer Loan Marketplace originations have been less than 620 FICO. As of June 30, 2025, underwriting parameters for Figure HELOCs mandate a minimum FICO score of 640. However, for other loan products within the Company’s ecosystem, such as USD loans backed by digital assets as collateral, the Company collects FICO scores as part of the digital assets-backed loans origination process, but does not use FICO scores in its digital assets-backed loan underwriting. In addition, borrowers on the Company’s platform are required to draw at least $15 thousand at origination in the Company’s Figure Branded channel and at least $25 thousand in the Company’s Partner branded channel.
A significant amount of the trading volume, page 69
9. We note your response to prior comment 31. Please disclose the material terms of the loan agreements entered into with two of your largest institutional customers.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 71.
We hold state licenses that result in substantial costs, page 99
10. We note your response to prior comment 18. To the extent material, please disclose the scope of the various licenses for which the company needs to reapply, or advise. For example, please disclose the nature of the activities for which the licenses are required, such as if the licenses are required for your lending and servicing, money transmission, virtual currency, and other related activities.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 100.
Key Operating Metrics, page 138
11. We note your response to prior comment 20 and your disclosure on pages 148 and 153 that changes in Figure branded revenue are driven by changes in Figure branded volume. We further note disclosure on pages 29 and 138 that Figure branded volume decreased in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as well as in the year ended December 31, 2024 compared to 2023. However, disclosures on pages 148 and 153 indicate that
August 18, 2025
Page 6
Figure branded ecosystem and technology fees and Figure branded gain on sale of loans both increased year-over-year for the three months ended March 31, 2025 and the year ended December 31, 2024, despite the decrease in Figure branded volume. Please revise your disclosure to more fully explain the underlying reasons for the increase in these revenue streams despite the decrease in Figure branded volume.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 149 and 157 to further discuss the factors impacting the revenues that the Company recognizes. The Company further advises the Staff that the volume metrics disclosed in the Registration Statement represent originated or purchased volume that it considers leading indicators for its business. Revenues recognized by the Company under GAAP are also impacted by the timing of loan sales as well as changes in fair value on loans that the Company may, or may not, have originated or purchased within the reporting period.
12. We note your disclosure on pages 146 and 152 discussing additional technology offering fees from the ful
Show Raw Text
CORRESP 1 filename1.htm Document 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid August 18, 2025 VIA EDGAR Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ben Phippen, Cara Lubit, Madeleine Joy Mateo, James Lopez Re: FT Intermediate, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted August 4, 2025 CIK No. 0002064124 Ladies and Gentlemen: FT Intermediate, Inc., a Nevada corporation (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) on the date hereof a Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted to the Commission a draft Registration Statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act, on May 9, 2025 (the “Draft Submission”), as most recently amended by Amendment No. 2 to the Draft Submission submitted on August 4, 2025 (“Amendment No. 2”). The Registration Statement has been revised to address the comments received from the staff of the Commission (the “Staff”) on Amendment No. 2. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. Page references in the text of this letter correspond to the pages of the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. The responses and information described below are based upon information provided to us by the Company. Amendment No. 2 to Draft Registration Statement on Form S-1 Summary, page i 1. Please revise the graphic on page 18 to clarify the entities, such as Figure Certificate Company, that conduct operations relating to the products you describe, including YLDS, Figure Connect, Figure Exchange, and so forth. August 18, 2025 Page 2 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 17. 2. We note your response to prior comment 2. •Please expand your disclosure to provide a more detailed explanation of how the company tokenizes securities, including whether and how it holds the underlying securities and whether token holders have all of the rights, obligations, and privileges with respect to the underlying securities. •We note the statement that all parties in the underlying real-word asset "will typically participate in the transfer of ownership unless their fractional interests remain unaffected by the digital conveyance." Please include a more detailed explanation of what this means. Additionally, with respect to your particular business model and tokenization of RWA, please revise Summary and Business to clarify any important limitations of holding the tokenized asset. For example, if all relevant parties are not made aware of or allowed to participate in potential transfers of digital conveyance, please summarize how disagreements or disputes are resolved. As another example, does the holder of an RWA with certain rights and benefits potentially not receive the same rights and benefits when holding the tokenized asset? Are some features of loans, debt or equity not translated to the tokenized asset? Please revise accordingly. •We note the token enables holders to have fractional interests in the underlying securities. Please revise your disclosure to explain how you handle securities of companies that do not permit fractional shares. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages iv, 12, 13, 194, and 195 in response to each of the bullet points above. In response to the first bullet point above, the Company further advises the Staff that its current principal business is the tokenization of loans and not the tokenization of securities. In response to the third bullet point above, the Company further advises the Staff that it has removed the term “fractional” from the definition of “Tokenized real-world assets” because the Company focuses on tokenizing loans, and, as of today, loans in its ecosystem are not bought or sold in fractionalized form. While this is possible and could happen in the future, removing the term “fractional” offers investors more clarity about the Company’s current business. Limited Real-World Success of Blockchain Technology, page 4 3. We note your response to prior comment 9 and the statement on page 11 that "Figure Exchange and Figure Payments Corporation make it possible to buy BTC with YLDS by first swapping USD for YLDS and then using YLDS to buy BTC. This process allows YLDS holders to use YLDS as a form of payment when purchasing BTC." Please describe the specific steps of how this is done (for example, what third parties or platforms are involved? Is there a specific ratio involved and if so how is that determined?). Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 11 and 189. The Company further advises the Staff that no third August 18, 2025 Page 3 parties external to the Company are involved when the Company facilitates these transactions. When a customer on Figure Exchange wishes to purchase BTC using YLDS as a payment mechanism, that customer enters a limit order to purchase BTC. In the background, that order is placed into a virtual BTC/YLDS order book. An account owned by Figure Payments Corporation, which is responsible for the exchange, then mirrors this order in the BTC/USDC order book, where it is lifted by sellers wishing to receive USDC as payment. Upon settlement, BTC first moves to the Figure Payments Corporation account from the seller, and then transfers to the buyer’s account. Inversely, YLDS will be moved from the buyer’s account to Figure Payments Corporation, and USDC will be moved from Figure Payments Corporation to the seller. This full process occurs within seconds. 4. We note your response to prior comment 12 and the statement that once the Guarantor Vehicle begins purchasing HELOCs via Figure Connect, these purchases will increase the amount of liquidity available to your network of partners selling their assets on Figure Connect. With a view to revised disclosure, please advise us how the Guarantor Vehicle is expected to work within Figure Connect and how its functioning within Figure Connect will increase available liquidity other than by paying for loans. Additionally, advise us why you use the term “Guarantor” when the JV apparently does not guaranty payment by the securitization vehicle or any other element of the financings. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 186 in response to the Staff’s comment. The Company further advises the Staff that the Guarantor Vehicle is a buyer of Figure HELOCs on Figure Connect and has committed capital to buy these loans even when there are no other bidders to buy. The Company also advises the Staff that it uses the term “Guarantor” because the Guarantor Vehicle assumes the first loss or residual position in its securitizations by holding the equity portion of those securitizations on its balance sheet. As such, that first loss position is therefore a version of a guarantee. However, from the Company’s perspective, the material element of the Guarantor Vehicle is having a well-capitalized purchaser of HELOC loans making the Figure Connect platform more attractive to originate. 5. We note recent announcements, including with respect to Animoca Brands/NUVA and a statement by a co-founder that Figure, "the largest holder of $HASH which is the governance token - holds 20% of the supply but does not vote and delegates across multiple validators." With a view to clarifying disclosure in the registration statement, please advise us (i) where the Animoca Brands "strategic partnership connecting issuers with investors" will fit in among Figure's products; and (ii) whether Figure's ownership percentage and ability or lack of ability to vote and delegate across multiple validators should be addressed in the prospectus. Additionally, it appears NUVA will create "nuYLDS and nuHELOCs" and "a unified, chain-agnostic vault marketplace that offers a curated set of vaults from leading asset issuers, each with distinct yield strategies and risk profiles," which will August 18, 2025 Page 4 enable retail investors and others "to access a wide range of investment products permissionlessly via NUVA." Please clarify for us in layman's terms how these will work, how they will fit in with Figure and what, if any, material challenges and risks are presented by this and similar strategic partnerships. Response: The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff that Animoca is equivalent to any other buyers of loans or YLDS on the Company’s platform. Animoca is purchasing Figure loans and YLDS through commercial channels, with no commitment or agreement with the Company to acquire assets or special terms for acquisition. In other words, Animoca is pari passu to any other market participant. While Animoca may tokenize these assets (nuYLDS and nuHELOCs), the Company is still facing Animoca as the buyer and Animoca is still holding the assets, and Figure is directing remit to Animoca as they would any other holder of either asset. The Company has no direct association with or endorsement of any nu-asset. Th Company further advises the Staff that it holds 15% of HASH, the utility token of the Provenance Blockchain. The Company’s vote is not binding and it defers to the Provenance Foundation, the largest HASH holder, to drive governance. Figure Exchange, page 9 6. We note your response to prior comment 32. We were unable to locate revised disclosure in response to the entirety of the comment, including how users choose the most appropriate and efficient pool for their unique use case and what you mean by this reference, clarification of the steps of the Dutch-style auction and any reference rates used, quantification of average hourly rates as of the most recently practicable date, and what you mean by "assets under management" in the context of Democratized Prime. Please revise your disclosure, or advise. In this regard, please revise to describe the lender- and borrower-interfacing product, including for "retail customers who want to lend their capital." Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 187. The Company further advises the Staff that it does not use the term “assets under management” to describe Democratized Prime because the assets are not under our management. Instead, the Company operates a marketplace and charges the borrowers on the marketplace a fee for access. Homogeneous Underwriting, page 14 7. We note your response to prior comment 14. Noting your disclosure on page 13 that your third-party review expenses are also reduced by as much as 80% as compared to a sample of 2025 securitizations, which had 100% of their loan pool reviewed versus 20% for Figure, please expand your disclosure to discuss the requirements and parameters of the third-party reviews. Disclose the factors or considerations upon which these percentages are based. August 18, 2025 Page 5 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 14. 8. We note your response to prior comment 25 and the discussion of FICO scores. Please revise here and where appropriate to state, if true, that a significant percentage of your borrowers are subprime. Additionally, with a view to clarifying disclosure, advise us if borrowers are required to draw down a minimum amount at origination. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 13. The Company further advises the Staff that per the Consumer Financial Protection Bureau Guidelines, subprime borrowers are defined as those with lower than 620 FICO scores. For the six months ended June 30, 2025, less than 0.1% of the Company’s Consumer Loan Marketplace originations have been less than 620 FICO. As of June 30, 2025, underwriting parameters for Figure HELOCs mandate a minimum FICO score of 640. However, for other loan products within the Company’s ecosystem, such as USD loans backed by digital assets as collateral, the Company collects FICO scores as part of the digital assets-backed loans origination process, but does not use FICO scores in its digital assets-backed loan underwriting. In addition, borrowers on the Company’s platform are required to draw at least $15 thousand at origination in the Company’s Figure Branded channel and at least $25 thousand in the Company’s Partner branded channel. A significant amount of the trading volume, page 69 9. We note your response to prior comment 31. Please disclose the material terms of the loan agreements entered into with two of your largest institutional customers. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 71. We hold state licenses that result in substantial costs, page 99 10. We note your response to prior comment 18. To the extent material, please disclose the scope of the various licenses for which the company needs to reapply, or advise. For example, please disclose the nature of the activities for which the licenses are required, such as if the licenses are required for your lending and servicing, money transmission, virtual currency, and other related activities. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 100. Key Operating Metrics, page 138 11. We note your response to prior comment 20 and your disclosure on pages 148 and 153 that changes in Figure branded revenue are driven by changes in Figure branded volume. We further note disclosure on pages 29 and 138 that Figure branded volume decreased in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as well as in the year ended December 31, 2024 compared to 2023. However, disclosures on pages 148 and 153 indicate that August 18, 2025 Page 6 Figure branded ecosystem and technology fees and Figure branded gain on sale of loans both increased year-over-year for the three months ended March 31, 2025 and the year ended December 31, 2024, despite the decrease in Figure branded volume. Please revise your disclosure to more fully explain the underlying reasons for the increase in these revenue streams despite the decrease in Figure branded volume. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 149 and 157 to further discuss the factors impacting the revenues that the Company recognizes. The Company further advises the Staff that the volume metrics disclosed in the Registration Statement represent originated or purchased volume that it considers leading indicators for its business. Revenues recognized by the Company under GAAP are also impacted by the timing of loan sales as well as changes in fair value on loans that the Company may, or may not, have originated or purchased within the reporting period. 12. We note your disclosure on pages 146 and 152 discussing additional technology offering fees from the ful