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 Document February 13, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549 Attention:    Madeleine Joy Mateo Christian Windsor      Re: Figure Technology Solutions, Inc. Registration Statement on Form S-1, as amended File No. 333-291591 Acceleration Request Requested Date: February 17, 2026 Requested Time: 4:00 P.M. Eastern Time To the addressees set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), we, as representatives of the several underwriters and as sales agents, hereby join in the request of Figure Technology Solutions, Inc. (the “ Company ”) for acceleration of the effective time of the above-referenced registration statement (the “ Registration Statement ”), requesting effectiveness as of 4:00 P.M., Eastern Time, on February 17, 2026, or at such later time as the Company or its outside counsel, Davis Polk & Wardwell LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters and as sales agents, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We, the undersigned, as representatives of the several underwriters and as sales agents, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature page follows ] Very truly yours, GOLDMAN SACHS & CO. LLC MORGAN STANLEY & CO. LLC CANTOR FITZGERALD & CO. As representatives of the several underwriters and as sales agents GOLDMAN SACHS & CO. LLC By: /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director MORGAN STANLEY & CO. LLC By: /s/ Austin Sims Name: Austin Sims Title: Vice President CANTOR FITZGERALD & CO. By: /s/ Beau Bohm Name: Beau Bohm Title: Managing Director, Co-Head of ECM [Signature Page to Underwriters’ Acceleration Request]

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 Document February 13, 2026 Re: Figure Technology Solutions, Inc. Acceleration Request for Registration Statement on Form S-1 Registration File No. 333-291591 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E Washington, D.C. 20549 Attn: Madeleine Joy Mateo and Christian Windsor Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Figure Technology Solutions, Inc. (the “Company”) hereby requests that the effective date for the Company’s Registration Statement on Form S-1 (File No. 333-291591) (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on February 17, 2026 or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Securities and Exchange Commission. By separate letter, the underwriters for the offering to which the Registration Statement relates join in this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Byron B. Rooney at (212) 450-4658. Thank you for your assistance in this matter. Very truly yours, FIGURE TECHNOLOGY SOLUTIONS, INC. By: /s/ Macrina Kgil Name: Macrina Kgil Title: Chief Financial Officer

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 Document Byron B. Rooney +1 212 450 4658 byron.rooney@davispolk.com Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com CONFIDENTIAL February 11, 2026 Re: Figure Technology Solutions, Inc. Amendment No.1 to Registration Statement on Form S-1 Filed January 28, 2026 CIK No. 0002064124 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Madeleine Joy Mateo and Christian Windsor Ladies and Gentlemen: On behalf of our client, Figure Technology Solutions, Inc., a Nevada corporation (the “ Company ”), we are responding to the comments from the Staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (CIK No. 0002064124) (the “ Registration Statement ”) contained in the Staff’s letter dated February 10, 2026. The Company has revised the Registration Statement and is filing a revised draft of the Registration Statement (“ Amendment No. 2 ”) together with this response letter. Amendment No. 2 also contains certain additional updates and revisions. Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s responses to the comments. Where applicable, we have included page numbers to refer to the location in Amendment No. 2 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 2. Amendment No. 1 to Registration Statement on Form S-1 General 1. The Division of Trading and Markets is still considering issues raised by your registration statement, including the potential regulatory implications for the National Market System of having both OTC and exchange-traded versions of a common stock that appear to be closely linked. Trading and Markets will be reaching out to you to schedule a call. In addition, TM offers the following comments 2 through 6. Response: The Company respectfully acknowledges the Staff’s comment. 2. Please describe how brokers or dealers quoting the blockchain stock over the counter will comply with Rule 15c2-11 and how Figure will comply with Rule 10b-17 under the Exchange Act CONFIDENTIAL when distributing the blockchain stock. We also remind firms to consider any applicable anti-manipulation and anti-fraud laws, including Regulation M. Response: The Company respectfully acknowledges the Staff’s comment. With respect to Rule 15c2-11, because the Company is undertaking a registered offering of its blockchain stock on Form S-1 and is a public company subject to the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we expect that a broker or dealer entering a quotation for the blockchain stock over the counter will be able to comply with Rule 15c2-11, to the extent applicable to such quotation, by having in its records either (1) the prospectus relating to the Registration Statement for this offering, and/or (2) the annual, periodic and current reports to be filed by the Company under the Exchange Act (as applicable at the relevant time). We believe these materials would enable a broker or dealer to satisfy its obligations under Rule 15c2-11 pursuant to paragraphs (b)(1) or (b)(3)(i) of such rule. We also expect that such documentation will be current and publicly available, as those terms are defined in Rule 15c2-11 . With respect to Rule 10b-17, the Company does not believe that its proposed distribution of the blockchain stock to investors under the Registration Statement—as opposed to a distribution of blockchain stock to existing securityholders by way of a dividend or other distribution—would involve any of the events described in Rule 10b-17 (generally, dividends or distributions in cash or in kind, stock splits or rights offerings). With respect to any future events that would implicate the notice requirements of Rule 10b-17 for either the Class A common stock or blockchain stock of the Company, the Company will make such notifications with respect to each class, as required under Rule 10b-17. The Company also respectfully acknowledges the Staff’s reminder and confirms its intent to comply with applicable requirements of Regulation M and other applicable anti-manipulation and anti-fraud provisions of the federal securities laws. 3. To extent that your ATS will be the only venue for trading the blockchain stock, please state that. If not, please provide examples of types of trading venues and methods of “peer-to-peer transfers” for a holder to buy or sell the blockchain security on and what, if anything, such holder must do to trade the blockchain security at such venue or by peer-to- peer method that is different than trading the blockchain stock on the Figure ATS. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 216 of Amendment No. 2. 4. To the extent that your ATS will be a significant market for trading the blockchain stock, please tell us how your ATS will comply with Rule 301(b)(5) of Regulation ATS (“Fair Access Rule”). Response: The Company respectfully acknowledges the Staff’s comment. The Company confirms that it expects the Figure ATS to be a significant market for trading the blockchain stock. In particular, Figure Securities, Inc. (“FSI”) expects that the Figure ATS will become subject to the February 11, 2026    2 CONFIDENTIAL Fair Access Rule four months after trading in the blockchain stock begins, as it expects that it will have five percent or more of the volume during those four months. FSI will comply with the Fair Access Rule and is in the process of adopting written standards for granting access to the ATS and written policies and procedures for compliance with the rule, including applicable recordkeeping requirements and Form ATS-R reporting. 5. Given the requirements of Rule 301(b)(2), including the requirement that an ATS to file a material amendment on Form ATS 20 days before implementing such change, please explain when subscribers to the Figure ATS will be able to trade the blockchain stock on the Figure ATS. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that FSI filed an amendment to its Form ATS with the Commission on November 18, 2025, reflecting any material changes to the Figure ATS in anticipation of this offering and the expected trading of the blockchain stock on the Figure ATS. Further, in email correspondence on December 4, 2025 between representatives of Davis Polk, as counsel to FSI, and staff of the Division of Trading and Markets regarding FSI’s amendment to its Form ATS, the Staff acknowledged receipt of the November filing. As such, the Company believes that the requirements of Rule 301(b)(2) have been complied with and expects that subscribers to the Figure ATS will be able to trade the blockchain stock on the ATS as soon as it is received by investors. 6. We note your disclosure on page 113 that “[t]he shares of blockchain stock will initially be available for trading on our ATS on the same dates and during the same market trading hours as our Class A common stock, as published by the NASDAQ,” but “[i]f the blockchain stock were permitted to trade on [the] ATS outside of NASDAQ market trading hours, the trading price of the blockchain stock could differ materially from the trading price of our Class A common stock.” Please revise to also disclose that the Class A common stock could trade on a trading center, such as an NMS Stock ATS, during an overnight session, and discuss the impact of such trading on the price of the blockchain stock. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 93 of Amendment No. 2. 7. We note your response to prior comment 6. Please clarify how holders of blockchain shares exchange such shares into shares of Class A common stock pursuant to the exchange offer and tell us how the movement of shares between the blockchain stock and Class A common stock on your OPEN platform differs from the traditional transfer agent process. In this regard, we note your disclosure on page 13 that you “intend to support frictionless two-way exchangeability between [your] securities issued on OPEN and [your] listed Class A common stock.” Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 219 and 220 of Amendment No. 2. February 11, 2026    3 CONFIDENTIAL Description of Capital Stock Blockchain Common Stock, page 231 8. Refer to your response to prior comment 7. In your revised disclosure on page 231, you state that “dividends or other distributions to holders of blockchain stock through blockchain-based representations delivered to holders' wallets (including, at [your] election, in a dollar-based digital asset).” Please revise to clarify what you mean by “blockchain-based representations” and identify or further describe the characteristics of the “dollar-based digital asset” you may use for dividends or other distribution to holders of blockchain stock. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 211, 217 and 218 of Amendment No. 2. Description of Blockchain Stock Trading and Transfers, page 236 9. We note your response to prior comment 8. Please revise to provide a summary of how orders on the ATS are matched and describe the fee schedule on the ATS, including which party pays the fees, so that investors understand the fees they may owe if they choose to transfer shares of blockchain stock on the ATS. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 216 and 217 of Amendment No. 2. 10. We note your response to prior comment 8. Please disclose how holders of fractional shares of blockchain stock exercise their voting rights. In addition, please disclose whether there are any fees associated with exchanging Class A common stock for blockchain common stock and whether there are any fees associated with exchange of blockchain stock for Class A common stock using OPEN or otherwise. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 218 and 219 of Amendment No. 2. *          *          * We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me at (212) 450-4658 ( byron.rooney@davispolk.com ), Joseph H. Hall at (212) 450-4565 ( joseph.hall@davispolk.com ) or Zachary J. Zweihorn at (202) 962-7136 ( zachary.zweihorn@davispolk.com ) if you have any questions regarding the foregoing or if we may provide any additional information. Very truly yours, /s/ Byron B. Rooney February 11, 2026    4 CONFIDENTIAL Byron B. Rooney cc: Michael Tannenbaum, Figure Technology Solutions, Inc. Macrina Kgil, Figure Technology Solutions, Inc. Joseph H. Hall, Davis Polk & Wardwell LLP Zachary J. Zweihorn, Davis Polk & Wardwell LLP February 11, 2026    5

<DOCUMENT>
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<TEXT>
 February 10, 2026

Michael Tannenbaum
Chief Executive Officer
Figure Technology Solutions, Inc.
100 West Liberty Street, Suite 600
Reno, NV 89501

 Re: Figure Technology Solutions, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed January 28, 2026
 File No. 333-291591
Dear Michael Tannenbaum:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our January 21, 2026
letter.

Amendment No. 1 to Registration Statement on Form S-1
General

1. The Division of Trading and Markets is still considering issues raised
by your
 registration statement, including the potential regulatory implications
for the National
 Market System of having both OTC and exchange-traded versions of a
common stock
 that appear to be closely linked. Trading and Markets will be reaching
out to you to
 schedule a call. In addition, TM offers the following comments 2 through
6.
2. Please describe how brokers or dealers quoting the blockchain stock over
the counter
 will comply with Rule 15c2-11 and how Figure will comply with Rule
10b-17 under the
 Exchange Act when distributing the blockchain stock. We also remind
firms to consider
 any applicable anti-manipulation and anti-fraud laws, including
Regulation M.
3. To extent that your ATS will be the only venue for trading the
blockchain stock, please
 state that. If not, please provide examples of types of trading venues
and methods of
 February 10, 2026
Page 2

 peer-to-peer transfers for a holder to buy or sell the blockchain
security on and what, if
 anything, such holder must do to trade the blockchain security at such
venue or by peer-
 to-peer method that is different than trading the blockchain stock on
the Figure ATS.
4. To the extent that your ATS will be a significant market for trading the
blockchain stock,
 please tell us how your ATS will comply with Rule 301(b)(5) of
Regulation ATS ( Fair
 Access Rule ).
5. Given the requirements of Rule 301(b)(2), including the requirement that
an ATS to file
 a material amendment on Form ATS 20 days before implementing such
change, please
 explain when subscribers to the Figure ATS will be able to trade the
blockchain stock on
 the Figure ATS.
6. We note your disclosure on page 113 that [t]he shares of blockchain
stock will initially
 be available for trading on our ATS on the same dates and during the
same market
 trading hours as our Class A common stock, as published by the NASDAQ,
 but [i]f the
 blockchain stock were permitted to trade on [the] ATS outside of NASDAQ
market
 trading hours, the trading price of the blockchain stock could differ
materially from the
 trading price of our Class A common stock. Please revise to also
disclose that the Class
 A common stock could trade on a trading center, such as an NMS Stock
ATS, during an
 overnight session, and discuss the impact of such trading on the price
of the blockchain
 stock.
7. We note your response to prior comment 6. Please clarify how holders of
blockchain
 shares exchange such shares into shares of Class A common stock pursuant
to the
 exchange offer and tell us how the movement of shares between the
blockchain stock and
 Class A common stock on your OPEN platform differs from the traditional
transfer agent
 process. In this regard, we note your disclosure on page 13 that you
intend to support
 frictionless two-way exchangeability between [your] securities issued on
OPEN and
 [your] listed Class A common stock.
Description of Capital Stock
Blockchain Common Stock, page 231

8. Refer to your response to prior comment 7. In your revised disclosure on
page 231, you
 state that dividends or other distributions to holders of blockchain
stock through
 blockchain-based representations delivered to holders' wallets
(including, at [your]
 election, in a dollar-based digital asset). Please revise to clarify
what you mean by
 blockchain-based representations and identify or further describe
the characteristics of
 the dollar-based digital asset you may use for dividends or other
distribution to holders
 of blockchain stock.
Description of Blockchain Stock
Trading and Transfers, page 236

9. We note your response to prior comment 8. Please revise to provide a
summary of how
 orders on the ATS are matched and describe the fee schedule on the ATS,
including
 which party pays the fees, so that investors understand the fees they
may owe if they
 choose to transfer shares of blockchain stock on the ATS.
 February 10, 2026
Page 3
10. We note your response to prior comment 8. Please disclose how holders of
fractional
 shares of blockchain stock exercise their voting rights. In addition,
please disclose
 whether there are any fees associated with exchanging Class A common
stock for
 blockchain common stock and whether there are any fees associated with
exchange of
 blockchain stock for Class A common stock using OPEN or otherwise.

 Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor
at 202-551-
3419 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Byron Rooney, Esq.
</TEXT>
</DOCUMENT>

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<TEXT>
 January 21, 2026

Michael Tannenbaum
Chief Executive Officer
Figure Technology Solutions, Inc.
100 West Liberty Street, Suite 600
Reno, NV 89501

 Re: Figure Technology Solutions, Inc.
 Draft Registration Statement on Form S-1
 Filed November 17, 2025
 File No. 333-291591
Dear Michael Tannenbaum:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. Please revise to clarify the transactions registered in this
registration statement as it does
 not appear, for example, that the firm commitment underwritten offering
of the Class A
 common stock is registered in this registration statement. Also, to the
extent that such
 offering is not included in the registration statement, please tell us
why you believe that it
 is exempt from registration under the Securities Act.
2. You state that shares of blockchain stock will be convertible into
shares of Class A
 common stock at the option of the holder at any time. Please tell us
whether you intend
 to register the offer and sale of the Class A common stock into which
the blockchain
 stock is convertible as part of this registration statement. Refer to
Securities Act Sections
 Compliance and Disclosure Interpretation Question 103.04.
3. Please tell us whether you expect to close the offerings of blockchain
stock and Class A
 common stock on the same date.
 January 21, 2026
Page 2
4. Please provide us with your analysis as to whether the blockchain stock
and the Class A
 common stock are a single class of securities for purposes of the
registration
 requirements of Section 12(b) of the Exchange Act. See, e.g., Section
12(g)(5) of the
 Exchange Act. To the extent you do not believe they represent a single
class under
 Section 12(b), please also provide us your analysis as to whether you
are required to
 register the blockchain stock under Section 12(g).
5. Please provide us with a copy of the Certificate of Designations for the
blockchain stock.
6. You state on page 235 that you intend to offer to all holders of your
blockchain stock the
 option to exchange their whole shares of blockchain stock for an equal
number of whole
 shares of Class A common stock in transactions that are exempt from
registration
 pursuant to Section 3(a)(9) of the Securities Act. Please tell us why
you would make this
 exchange offer if the blockchain stock is already convertible into
shares of Class A
 common stock at the option of the holder at any time.
7. Please revise to clarify that your Class A common stock cannot trade on
your ATS.
8. Please revise to disclose the material characteristics of the blockchain
stock, the
 Provenance Blockchain and the ATS, including:
 a detailed account of the steps necessary to transfer blockchain
stock in both a peer-
 to-peer transaction and a transaction on the ATS, including any gas
fees associated
 with the transfer of blockchain stock or, if on the ATS, a
description of the transfer
 of YLDS, and who pays such fees;
 the transfer agent s and registrar s roles in peer-to-peer
transfers and transfers on the
 ATS, including a description of the records maintained by the
transfer agent and
 registrar and whether these records are on-chain or off-chain or a
combination of
 both;
 whether the blockchain stock are divisible and, if so, by how much;
 how the blockchain stock holders exercise their voting rights;
 how the blockchain stock holders receive dividends or distributions,
if any;
 any differences in the rights and privileges of holders of Class A
common stock and
 those of holders of blockchain stock; and
 a detailed description of how shares of Class A common stock are
exchanged for
 blockchain stock and how shares of blockchain stock are converted
into or
 exchanged for Class A common stock, including any fees associated
with such
 conversions or exchanges and the time for settlement.
9. We note your disclosure on the cover page that initially
blockchain stock will be
 transferable only to wallets that have gone through a KYC and AML
on-boarding
 process. Please revise to describe this process and clarify what you
mean by initially.
 Similarly, we note your disclosure on page 116 that blockchain stock
will initially be
 transmissible only among permitted holders. Please revise to clarify
what you mean by
 initially and disclose how blockchain shares may be transmissible
in the future.
10. Please revise to disclose whether holders of the blockchain stock may
only hold the
 blockchain stock in Provenance wallets that you offer to investors. In
addition, please
 disclose whether you offer both self-custodial wallets or custodial
wallets. To the extent
 that the Provenance Blockchain wallets are custodial wallets, please
disclose the
 January 21, 2026
Page 3

 percentage of private keys that are held in cold storage and whether the
wallets are
 insured for loss of the blockchain stock.
11. Please revise to disclose the material terms of the agreements with the
registrar and
 transfer agent for the blockchain stock, and, if required by Item 601 of
Regulation S-K,
 file the agreements with the registrar as exhibits to your registration
statement.
12. We note your disclosure that a portion of the shares of blockchain stock
will be offered
 to retail investors through certain online brokerage platforms. Please
revise to clarify, if
 true, that purchases of shares of blockchain stock on such platforms
will require payment
 in YLDS.
13. Please disclose the number of shares of blockchain stock that will be
offered on
 platforms to retail investors.
14. Please note that the staff of the Division of Trading and Markets
continues to review
 your disclosure and may have further comments.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor
at 202-551-
3419 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Byron Rooney, Esq.
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 Document Byron B. Rooney +1 212 450 4658 byron.rooney@davispolk.com Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com CONFIDENTIAL January 27, 2026 Re: Figure Technology Solutions, Inc. Draft Registration Statement on Form S-1 Filed November 17, 2025 CIK No. 0002064124 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:    Madeleine Joy Mateo and Christian Windsor Ladies and Gentlemen: On behalf of our client, Figure Technology Solutions, Inc., a Nevada corporation (the “ Company ”), we are responding to the comments from the Staff (the “ Staff ”) of the U.S. Securities and Exchange Commission relating to the Company’s Registration Statement on Form S-1 (CIK No. 0002064124) (the “ Registration Statement ”) contained in the Staff’s letter dated January 21, 2026. The Company has revised the Registration Statement and is filing a revised draft of the Registration Statement (“Amendment No. 1”) together with this response letter. Amendment No. 1 also contains certain additional updates and revisions. Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s responses to the comments. Where applicable, we have included page numbers to refer to the location in Amendment No. 1 where revised language addressing a particular comment appears. Capitalized terms used but not defined herein are used as defined in Amendment No. 1. Registration Statement on Form S-1 General 1. Please revise to clarify the transactions registered in this registration statement as it does not appear, for example, that the firm commitment underwritten offering of the Class A common stock is registered in this registration statement. Also, to the extent that such offering is not included in the registration statement, please tell us why you believe that it is exempt from registration under the Securities Act. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on the cover page of Amendment No. 1. The Company also respectfully directs the Staff’s attention to the filing fee table included as Exhibit 107 to Amendment No. 1, which identifies the securities being registered. For the avoidance of doubt, the firm commitment underwritten offering of the Class A common stock is being registered in the Registration Statement, as reflected in the revised disclosure and the filing fee table. The Class A common stock into which the blockchain stock is convertible is also being registered on the Registration Statement, as reflected in the filing fee table. CONFIDENTIAL 2. You state that shares of blockchain stock will be convertible into shares of Class A common stock at the option of the holder at any time. Please tell us whether you intend to register the offer and sale of the Class A common stock into which the blockchain stock is convertible as part of this registration statement. Refer to Securities Act Sections Compliance and Disclosure Interpretation Question 103.04. Response: The Company respectfully acknowledges the Staff’s comment and directs the Staff’s attention to the filing fee table included as Exhibit 107 to Amendment No. 1, which identifies the securities being registered. For the avoidance of doubt, the Class A common stock into which the blockchain stock is convertible is being registered in the Registration Statement, as reflected in the filing fee table. 3. Please tell us whether you expect to close the offerings of blockchain stock and Class A common stock on the same date. Response: The Company respectfully acknowledges the Staff’s comment and confirms that it expects the offering of blockchain stock and the sale of the Class A common stock to us by the underwriters to close on the same date. Should any shares of Class A common stock be sold by the underwriters into the market, the Company also expects any such sales to commence on the same date. 4. Please provide us with your analysis as to whether the blockchain stock and the Class A common stock are a single class of securities for purposes of the registration requirements of Section 12(b) of the Exchange Act. See, e.g., Section 12(g)(5) of the Exchange Act. To the extent you do not believe they represent a single class under Section 12(b), please also provide us your analysis as to whether you are required to register the blockchain stock under Section 12(g). Response: The Company respectfully acknowledges the Staff’s comment. Section 12(g)(5) of the Exchange Act states that the term ‘‘class’’ shall include all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The Company believes that the blockchain stock and the Class A common stock are not the same class of equity security for purposes of either Section 12(g) or Section 12(b). As described below, the blockchain stock does not have substantially similar rights and privileges as the Class A common stock. The Company also notes that the definition of equity security in Rule 3a-11 of the Exchange Act includes securities convertible into an equity security as a separate type of equity security from the security into which it is convertible. Section 12(a) of the Exchange Act provides that it is unlawful for any member, broker or dealer to effect a transaction on a national securities exchange unless that security is registered. Section 12(b) provides for the registration of the security for purposes of satisfying Section 12(a). As the blockchain stock will not be traded on a national securities exchange, the registration provisions of Section 12(b) are not implicated. The Company intends to register the blockchain stock under Section 12(g) on Form 8-A upon effectiveness of the Registration Statement. The blockchain stock and the Class A common stock should not be viewed as a single class of equity security for purposes of Section 12 of the Exchange Act for the following reasons. Nevada law treats the blockchain stock and the Class A common stock as separate classes for state law purposes. The blockchain stock and the Class A common stock are separate classes of authorized shares in the Company’s Second Amended and Restated Articles of Incorporation January 27, 2026    2 CONFIDENTIAL under Nevada law. While holders of blockchain stock, Class A common stock and Class B common stock will generally be required to vote together as a single class on all matters submitted to a vote of our stockholders, Nevada law requires holders of blockchain stock to vote separately as a single class if the Company were to seek to amend the Certificate of Designation for the Series A Blockchain Common Stock, and Nevada law could require a separate class vote of our blockchain stock if the Company were to seek to amend its Second Amended and Restated Articles of Incorporation in a manner that alters or changes the powers, preferences or special rights of the blockchain stock in a manner that affects the blockchain stock adversely but does not so affect the common stock. The blockchain stock also has different rights and privileges than Class A common stock, including the right to convert into shares of Class A common stock. In addition, the blockchain stock will not trade on the Nasdaq Stock Market or any other national securities exchange, but rather may trade only on the Company’s ATS, as described in the Registration Statement. Further, under the terms of the blockchain stock, there are restrictions on who may hold the blockchain stock and how it may be traded. For these reasons, while the Company believes that the blockchain stock and Class A common stock into which the blockchain stock is convertible have similar economic and voting rights on matters submitted to a vote of stockholders, the blockchain stock and the Class A common stock do not have substantially similar rights and privileges for purposes of characterizing them as a single class under the definition of Section 12(g)(5) of the Exchange Act. 5. Please provide us with a copy of the Certificate of Designations for the blockchain stock. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed the form of the Certificate of Designation for the Series A Blockchain Common Stock as Exhibit 4.2 to Amendment No. 1. 6. You state on page 235 that you intend to offer to all holders of your blockchain stock the option to exchange their whole shares of blockchain stock for an equal number of whole shares of Class A common stock in transactions that are exempt from registration pursuant to Section 3(a)(9) of the Securities Act. Please tell us why you would make this exchange offer if the blockchain stock is already convertible into shares of Class A common stock at the option of the holder at any time. Response: The Company respectfully acknowledges the Staff’s comment. While the blockchain stock is convertible into shares of Class A common stock at the option of the holder, the exchange offer serves a distinct operational and structural purpose. The conversion feature is a contractual right of holders of blockchain stock to convert their shares into Class A common stock through the traditional transfer agent process. By contrast, the exchange offer is designed to provide a streamlined mechanism, administered by the Company through its platform, to facilitate the movement of shares between the blockchain stock and Class A common stock in a manner that is operationally efficient. In addition, the exchange offer is structured to permit a two-way exchange from blockchain stock to Class A common stock and vice versa, whereas a one-way conversion of Class A common stock into blockchain stock is not permitted. Accordingly, the exchange offers complement, rather than duplicate, the existing conversion feature. To the extent a holder is unable or elects not to utilize the exchange mechanism to move from blockchain stock to Class A common stock, such holder may instead exercise its contractual conversion right. January 27, 2026    3 CONFIDENTIAL 7. Please revise to clarify that your Class A common stock cannot trade on your ATS. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 28 and 113 of Amendment No. 1. 8. Please revise to disclose the material characteristics of the blockchain stock, the Provenance Blockchain and the ATS, including: • a detailed account of the steps necessary to transfer blockchain stock in both a peer-to- peer transaction and a transaction on the ATS, including any gas fees associated with the transfer of blockchain stock or, if on the ATS, a description of the transfer of YLDS, and who pays such fees; Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 236 and 237 of Amendment No. 1. • the transfer agent’s and registrar’s roles in peer-to-peer transfers and transfers on the ATS, including a description of the records maintained by the transfer agent and registrar and whether these records are on-chain or off-chain or a combination of both; Response : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 241 of Amendment No. 1. • whether the blockchain stock are divisible and, if so, by how much; Response : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 239 of Amendment No. 1. • how the blockchain stock holders exercise their voting rights; Response : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 238 of Amendment No. 1. • how the blockchain stock holders receive dividends or distributions, if any; Response : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 237 of Amendment No. 1. • any differences in the rights and privileges of holders of Class A common stock and those of holders of blockchain stock; and Response : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 231 of Amendment No. 1. • detailed description of how shares of Class A common stock are exchanged for blockchain stock and how shares of blockchain stock are converted into or exchanged for Class A common stock, including any fees associated with such conversions or exchanges and the time for settlement. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 238 and 239 of Amendment No. 1. The Company also directs the Staff to the January 27, 2026    4 CONFIDENTIAL form of the Certificate of Designation for the Series A Blockchain Common Stock filed as Exhibit 4.2 to Amendment No. 1 for additional information on how shares of blockchain stock are converted into Class A common stock. The Company does not plan to charge holders any fees for conversions or exchanges. 9. We note your disclosure on the cover page that “initially” blockchain stock will be transferable only to wallets that have gone through a KYC and AML on-boarding process. Please revise to describe this process and clarify what you mean by “initially.” Similarly, we note your disclosure on page 116 that blockchain stock will “initially” be transmissible only among permitted holders. Please revise to clarify what you mean by “initially” and disclose how blockchain shares may be transmissible in the future. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 28, 117, 237 and 249 of Amendment No. 1. 10. Please revise to disclose whether holders of the blockchain stock may only hold the blockchain stock in Provenance wallets that you offer to investors. In addition, please disclose whether you offer both self-custodial wallets or custodial wallets. To the extent that the Provenance Blockchain wallets are custodial wallets, please disclose the percentage of private keys that are held in cold storage and whether the wallets are insured for loss of the blockchain stock. Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 28, 117, 237 and 249 of Amendment No. 1. The Company does not offer custodial Provenance wallets. Accordingly, the Company does not maintain possession or control of holders’ private keys and does not hold any private keys in cold storage or otherwise, and therefore is not able to provide the information requested with respect to custodial wallets. 11. Please revise to disclose the material terms of the agreements with the registrar and transfer agent for the blockchain stock, and, if required by Item 601 of Regulation S-K, file the agreements with the registrar as exhibits to your registration statement. Response: The Company respectfully acknowledges the Staff’s comment and will revise to disclose in a subsequent filing the material terms of any agreements with the registrar and transfer agent for the blockchain stock, as well as file any such agreements to the extent required by Item 601 of Regulation S-K. 12. We note your disclosure that a portion of the shares of blockchain stock will be offered to retail investors through certain online brokerage platforms. Please revise to clarify, if true, that purchases of shares of blockchain stock on such platforms will require payment in YLDS. Response: The Company respectfully acknowledges the Staff's comment. No, like other investors in the offering, retail investors who purchase shares of blockchain stock through online brokerage platforms will do so with fiat U.S. dollars, rather than YLDS. We have revised the disclosure on pages 113 and 253 of Amendment No. 1. 13. Please disclose the number of shares of blockchain stock that will be offered

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 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

September 10, 2025 Chicago Riyadh

Dubai San Diego

 Düsseldorf San Francisco

 Frankfurt Seoul

VIA EDGAR Hamburg Silicon Valley

Hong Kong Singapore

Division of Corporation Finance

Office of Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Houston Tel Aviv

London Tokyo

Los Angeles Washington, D.C.

Madrid

Attention: Ben Phippen, Cara Lubit, Madeleine Joy Mateo, James Lopez

Re: Figure Technology Solutions, Inc.

 Amendment No. 4 to Registration Statement on Form S-1

 Filed September 9, 2025

 File No. 333-289695

Ladies and Gentlemen:

Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof an amendment (“Amendment No. 5”) to the Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed the Registration Statement on August 18, 2025, as most recently amended by Amendment No. 4 to the Registration Statement filed on September 9, 2025. The Registration Statement has been revised to address the comments received from the staff of the Commission (the “Staff”) on the Registration Statement, by letter dated September 9, 2025, and to reflect certain other changes. 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 Amendment No. 5. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 5. The responses and information described below are based upon information provided to us by the Company.

Figure Connect, page 193

1.We note your response to prior comment 3, as well as your disclosure that the Guarantor Vehicle has a minimum monthly loan commitment and the return on equity target is, at the current market, approximately 16%. With a view towards clarifying the impact of features that limit how much liquidity is provided by the Guarantor Vehicle,

September 10, 2025

Page 1

such as the minimum monthly loan commitment and return on equity target, please disclose the minimum monthly loan commitment and the approximate percentage of current HELOCs that would be excluded from purchase by the Guarantor Vehicle based on the current return on equity target.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 194.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 1.212.906.1281 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Sincerely,

/s/ Marc D. Jaffe

Marc D. Jaffe

of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Michael Tannenbaum, Chief Executive Officer, Figure Technology Solutions, Inc.

Macrina Kgil, Chief Financial Officer, Figure Technology Solutions, Inc.

Ronald Chillemi, Chief Legal Officer and Corporate Secretary, Figure Technology Solutions, Inc.

Ian D. Schuman, Latham & Watkins LLP

Adam J. Gelardi, Latham & Watkins LLP

Byron B. Rooney, Davis Polk & Wardwell LLP

Derek Dostal, Davis Polk & Wardwell LLP

September 9, 2025
Michael Tannenbaum
Chief Executive Officer
Figure Technology Solutions, Inc.
100 West Liberty Street, Suite 600
Reno, NV 89501
Re:Figure Technology Solutions, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed September 9, 2025
File No. 333-289695
Dear Michael Tannenbaum:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 5, 2025 letter.
Amendment No. 4 to Registration Statement on Form S-1
Figure Connect, page 193
1.We note your response to prior comment 3, as well as your disclosure that the
Guarantor Vehicle has a minimum monthly loan commitment and the return on equity
target is, at the current market, approximately 16%. With a view towards clarifying
the impact of features that limit how much liquidity is provided by the Guarantor
Vehicle, such as the minimum monthly loan commitment and return on equity target,
please disclose the minimum monthly loan commitment and the approximate
percentage of current HELOCs that would be excluded from purchase by the
Guarantor Vehicle based on the current return on equity target.

September 9, 2025
Page 2
            Please contact Ben Phippen at 202-551-3697 or Cara Lubit at 202-551-5909 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Adam J. Gelardi, Esq.

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Figure Technology Solutions, Inc.

100 West Liberty Street, Suite 600

Reno, Nevada 89501

September 8, 2025

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Madeleine Joy Matteo

 James Lopez

 Ben Phippen

 Cara Lubi

Re: Figure Technology Solutions, Inc.

 Registration Statement on Form S-1 (Registration No. 333-289695)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-289695) (the “Registration Statement”), of Figure Technology Solutions, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on Wednesday, September 10, 2025, or as soon as practicable thereafter.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Adam Gelardi at (212) 906-1329.

We understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Adam Gelardi of Latham & Watkins LLP at the number set forth above.

Thank you for your assistance in this matter.

  Very truly yours,

  Figure Technology Solutions, Inc.

  By: /s/ Michael Tannenbaum

  Name: Michael Tannenbaum

  Title: Chief Executive Officer

cc: Macrina Kgil, Chief Financial Officer, Figure Technology Solutions, Inc.

 Ronald Chillemi, Chief Legal Officer, Figure Technology Solutions, Inc.

 Marc D. Jaffe, Latham & Watkins LLP

 Ian D. Schuman, Latham & Watkins LLP

 Adam J. Gelardi, Esq., Latham & Watkins LLP

 Byron B. Rooney, Davis Polk & Wardwell LLP

 Derek Dostal, Davis Polk & Wardwell LLP

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Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Jefferies LLC

520 Madison Avenue

New York, New York 10022

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

September 8, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ben Phippen

 Cara Lubit

 Madeleine Joy Mateo

 James Lopez

Re: Figure Technology Solutions, Inc.

 Registration Statement on Form S-1

 Registration File No. 333-289695

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of Figure Technology Solutions, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), so that it will be declared effective at 4:00 PM Eastern Time, on September 10, 2025 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.

Very truly yours,

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

BOFA SECURITIES, INC.

 GOLDMAN SACHS & CO. LLC

By: /s/ Danielle Freeman

 Name: Danielle Freeman

 Title: Managing Director

[Signature Page to Acceleration Request – Underwriters]

 JEFFERIES LLC

By: /s/ Kevin Lacerda

 Name: Kevin Lacerda

 Title: Managing Director

 BOFA SECURITIES, INC.

By: /s/ Magdalena Heinrich

 Name: Magdalena Heinrich

 Title: Managing Director

[Signature Page to Acceleration Request – Underwriters]

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 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

September 8, 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:

 Figure Technology Solutions, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed September 2, 2025

 File No. 333-289695

Ladies and Gentlemen:

Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof an amendment (“Amendment No. 3”) to the Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed the Registration Statement on August 18, 2025, as most recently amended by Amendment No. 2 to the Registration Statement filed on September 2, 2025. The Registration Statement has been revised to address the comments received from the staff of the Commission (the “Staff”) on the Registration Statement, by letter dated September 5, 2025, and to reflect certain other changes. 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 Amendment No. 3. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. The responses and information described below are based upon information provided to us by the Company.

September 8, 2025

Page 2

Registration Statement on Form S-1

Cover page

1.We note your response to our prior comment 25 in our letter dated June 6, 2025. Please revise to 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page.

2.We note the 12 color pages between the cover page and the Summary. These pages give prominence to the statements, statistics and quotes without the context provided in the Summary and elsewhere. We also note the identified “Lender Participants.” Consider revising to move these pages to the Summary or later in the prospectus to provide context, and revise as appropriate to explain on what basis the particular Lender Participants were chosen or are representative of your lenders, which appear to be the partners who use your LOS for originating HELOCs. We refer you to Securities Act Forms Compliance and Disclosure Interpretation 101.02.

Response: The Company respectfully acknowledges the Staff’s comment and has revised and moved certain of the identified pages to follow page 185.

Figure Connect, page 7

3.We note your response to prior comment 3 and revised disclosure that the Guarantor Vehicle offloads some of the risk, “often retaining most.” Please clarify how the Guarantor Vehicle determines which HELOCs to purchase and which transactions to be the sponsor for. In this regard, we note page 192 indicates that the Guarantor Vehicle is not obligated to buy HELOCs under certain circumstances, including as a result of a return on equity target. Please disclose the return on equity target and explain whether these discretionary and threshold features may limit the amount of liquidity the Guarantor Vehicle is expected to provide. Where you indicate that the Guarantor Vehicle plays the role that Figure “previously played,” please revise to clarify if you believe your exit from the intermediary role was accomplished solely by setting up the Guarantor Vehicle arrangement or if other factors were involved.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 194 and 195.

Democratized Prime, page 9

4.We note your response to prior comment 5. To the extent necessary to an understanding of Democratized Prime, please revise to clarify the following:

•Where you state that “[c]ollateral terms are established,” explain which party/parties or processes determine the collateral terms;

September 8, 2025

Page  3

•Given disclosure about loans being homogeneous and pre-defined standards and underwriting criteria, clarify what types of differentiating factors lenders assess when evaluating “[q]uality,” as referenced on page 9;

•Clarify approximately how much time borrowers have to add collateral or reduce loan amounts in the event a liquidation has been triggered;

•With respect to LTVs, please quantify in approximate terms what the LTV “threshold” is and what parties or processes determine the threshold; and

•Explain whether LTV thresholds depend on the type of asset (HELOC, digital asset, etc.) and quantify any such differences in approximate terms.

Please provide any ranges of values, formulas or other factors, such as index references, that are used for the above and indicate, if true, that features are subject to change.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed each of the bullet points below.

•Where you state that “[c]ollateral terms are established,” explain which party/parties or processes determine the collateral terms;

The Company has revised the disclosure on pages 9 and 197.

•Given disclosure about loans being homogeneous and pre-defined standards and underwriting criteria, clarify what types of differentiating factors lenders assess when evaluating “[q]uality,” as referenced on page 9;

When lenders evaluate the “quality” of a marketplace they will assess the underlying collateral, which is specific to each marketplace. For example, in the current HELOC marketplace, lenders may consider the following characteristics of the collateral: weighted average coupon of the HELOCs, weighted average debt-to-income ratio, and weighted average credit score. Collateral assets will be consistent within a marketplace, distinct across marketplaces. The Company has revised the disclosure on pages 9, 197 and 198 accordingly.

•Clarify approximately how much time borrowers have to add collateral or reduce loan amounts in the event a liquidation has been triggered;

Borrowers receive warnings as LTVs rise so that they have sufficient time to take action and are not taken by surprise when a liquidation event is triggered.  For example, in the BTC margin marketplace, borrowers received a notice when LTV climbs to 85%.  Upon a liquidation trigger (90% LTV in the margin marketplace), immediate action is taken.  The Company has revised the disclosure on pages 10 and 197 accordingly.

•With respect to LTVs, please quantify in approximate terms what the LTV “threshold” is and what parties or processes determine the threshold; and

September 8, 2025

Page  4

•Explain whether LTV thresholds depend on the type of asset (HELOC, digital asset, etc.) and quantify any such differences in approximate terms.

The LTV threshold for each marketplace is a function of the underlying collateral type and ensures that all Democratized Prime loans are overcollateralized at origination. The Company sets the initial LTV threshold for the first marketplace per collateral type (i.e., for the first HELOC marketplace and the first BTC margin marketplace). The community can propose subsequent marketplaces with a different LTV threshold. Currently, the LTV threshold across the active marketplaces is 90%. The Company expects LTV thresholds to reflect the broader market, as an example, as mentioned previously the HELOC marketplace is an alternative to warehouse financing.  As it is common to see advance rates of 90%, the Company set the LTV threshold of the first HELOC marketplace at 90%. The Company has revised the disclosure on pages 10, 197 and 198 accordingly.

Dilution, page 140

5.Please provide us with your calculations, with appropriate explanation, for arriving at the numbers disclosed in the dilution table on page 140. In addition, please expand your disclosure within the Dilution section, such as including a footnote to the table, to show the calculation of historical and pro forma net tangible book value (“NTBV”) per share, detailing the individual components of the numerator and denominator in each of these calculations. Ensure that your revised disclosure allows readers to clearly quantify and fully understand: (i) any differences between the amounts presented in your financial statements on page F-2 and amounts used in the historical NTBV calculation, (ii) the impact of the Transactions you give effect to in arriving at the pro forma denominator share amount, and (iii) the offering adjustments to the numerator and denominator.

Response: The Company respectfully acknowledges the Staff’s comment and has set forth below, in tabular format, its dilution calculations and has updated its disclosure on pages 141, 142 and 143 in response to the Staff’s comment.

Historical Net Tangible Book Value Per Share

 As of June 30, 2025

(in thousands, except share and per share data) Actual

Numerator

Total assets $ 1,273,432

Less net capitalized internally developed software (24,975)

Less deferred IPO costs capitalized at June 30, 2025 (4,233)

Total tangible assets

 1,244,224

Less total liabilities (868,972)

Less noncontrolling interests (8,530)

Net tangible book value $ 366,722

Denominator

Shares of common stock outstanding - FTI  49,548,107

September 8, 2025

Page  5

Shares of common stock issued in the Recombination Consideration Issuance

 20,384,209

Total shares of common stock outstanding 69,932,316

Historical net tangible book value per share

 $ 5.24

Pro Forma Net Tangible Book Value Per Share

 As of June 30, 2025

(in thousands, except share and per share data) Pro Forma

Numerator

Total assets $ 1,273,432

Less net capitalized internally developed software (24,975)

Plus gross proceeds to Company from the Warrants Exercise 6,480

Plus gross proceeds to Company from the Option Exercise 753

Less deferred IPO costs capitalized at June 30, 2025 (4,233)

Total tangible assets

 1,251,457

Less total liabilities (868,972)

Less noncontrolling interests (8,530)

Net tangible book value $ 373,955

Denominator

Shares of common stock outstanding - FTI  49,548,107

Shares of common stock issued in the Recombination Consideration Issuance

 20,384,209

Adjustment to reflect shares of common stock issued upon conversion of preferred stock in the Capital Stock Conversion (including conversion of 2,010,410 shares of Series E preferred stock issued pursuant to the Warrants Exercise)

 113,910,905

Adjustment to reflect shares of common stock issued pursuant to the RSU Net Settlement

 959,527

Adjustment to reflect shares of common stock issued pursuant to the Option Exercise

 207,135

Total shares of common stock outstanding  185,009,883

Pro forma net tangible book value per share $ 2.02

Decrease per share attributable to the pro forma adjustments described above

 $ 3.22

September 8, 2025

Page  6

Pro Forma as adjusted Net Tangible Book Value Per Share Immediately After This Offering

 As of June 30, 2025

(in thousands, except share and per share data) Pro Forma as Adjusted

Numerator

Total assets $ 1,273,432

Less net capitalized internally developed software (24,975)

Plus gross proceeds to Company from the Option Exercise 753

Plus gross proceeds to Company from the Warrants Exercise 6,480

Less deferred IPO costs capitalized at June 30, 2025 (4,233)

Plus IPO proceeds to Company, before expenses 383,295

Less unpaid IPO costs payable at 6/30/2025 (6,911)

Total tangible assets

 1,627,841

Less total liabilities

 (868,972)

Plus accrued IPO costs payable at June 30, 2025

 3,244

Less noncontrolling interests

 (8,530)

Net tangible book value $ 753,583

Denominator

Shares of common stock outstanding - FTI  49,548,107

Shares of common stock issued in the Recombination Consideration Issuance

 20,384,209

Adjustment to reflect shares of common stock issued upon conversion of preferred stock in the Capital Stock Conversion (including conversion of 2,010,410 shares of Series E preferred stock issued pursuant to Warrant Exercise)

 113,910,905

Adjustment to reflect shares of common stock issued pursuant to the RSU Net Settlement

 959,527

Adjustment to reflect shares of common stock issued pursuant to the Option Exercise

 207,135

Adjustment to reflect shares of common stock issued in this offering

 21,461,085

Total shares of common stock outstanding 206,470,968

Pro forma as adjusted net tangible book value per share

 $ 3.65

Increase in pro forma net tangible book value per share attributable to investors purchasing shares of Class A common stock in this offering

 $ 1.63

Assumed IPO price per share $ 19.00

Dilution in pro forma net tangible book value per share to investors in this offering

 $ 15.35

September 8, 2025

Page  7

Our Proprietary Loan Origination System, page 188

6.We note your revised disclosure, response to comment 6 and references on page 190 to parties being able to remove HELOCs from the Provenance Blockchain. To the extent material, clarify whether sponsors, purchasers or others have opted out or have been party to disputes about whether to use the Provenance Blockchain.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that its counterparties including loan purchasers have neither opted out nor refused to engage with the Provenance Blockchain and instead have accepted the blockchain as a ledger. The Company does have certain counterparties who ask that third party custodians support their assets in its ecosystem, which is achieved by allowing those custodians access to Portfolio Manager and Figure Connect. Accordingly, the Company does not view this as material and as such, has not added additional disclosure.

Exhibit Index, page II-5

7.We note certain portions of exhibit 10.14 are redacted. Please mark the exhibit index to indicate that portions of the exhibit have been omitted and state the basis upon which you are relying for such redactions. If you intend to redact information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please revise each applicable exhibit to include a prominent statement on the first page of such redacted exhibit that certain identified information has been excluded because it is both not material and the type of information that the registrant treats as private or confidential.

Response: The Company respectfully acknowledges the Staff’s comment and has filed an updated exhibit 10.14 that only redacts addresses and similar personal information pursuant to Item 601(a)(6) of Regulation S-K.

September 8, 2025

Page  8

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 1.212.906.1281 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Sincerely,

/s/ Marc D. Jaffe

Marc D. Jaffe

of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Michael Tannenbaum, Chief Executive Officer, Figure Technology Solutions, Inc.

Macrina Kgil, Chief Financial Officer, Figure Technology Solutions, Inc.

Ronald Chillemi, Chief Legal Officer and Corporate Secretary, Figure Technology Solutions, Inc.

Ian D. Schuman, Latham & Watkins LLP

Adam J. Gelardi, Latham & Watkins LLP

Byron B. Rooney, Davis Pol

September 5, 2025
Michael Tannenbaum
Chief Executive Officer
Figure Technology Solutions, Inc.
100 West Liberty Street, Suite 600
Reno, NV 89501
Re:Figure Technology Solutions, Inc.
Registration Statement on Form S-1
Filed August 18, 2025
File No. 333-289695
Dear Michael Tannenbaum:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 26, 2025 letter.
Amendment No. 2 to Form S-1
Cover Page
1.We note your response to our prior comment 25 in our letter dated June 6, 2025.
Please revise to 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.
We note the 12 color pages between the cover page and the Summary. These pages
give prominence to the statements, statistics and quotes without the context provided
in the Summary and elsewhere. We also note the identified "Lender Participants."
Consider revising to move these pages to the Summary or later in the prospectus to
provide context, and revise as appropriate to explain on what basis the particular
Lender Participants were chosen or are representative of your lenders, which appear to 2.

September 5, 2025
Page 2
be the partners who use your LOS for originating HELOCs. We refer you to
Securities Act Forms Compliance and Disclosure Interpretation 101.02.
Figure Connect, page 7
3.We note your response to prior comment 3 and revised disclosure that the Guarantor
Vehicle offloads some of the risk, "often retaining most." Please clarify how the
Guarantor Vehicle determines which HELOCs to purchase and which transactions to
be the sponsor for. In this regard, we note page 192 indicates that the Guarantor
Vehicle is not obligated to buy HELOCs under certain circumstances, including as a
result of a return on equity target. Please disclose the return on equity target and
explain whether these discretionary and threshold features may limit the amount of
liquidity the Guarantor Vehicle is expected to provide. Where you indicate that the
Guarantor Vehicle plays the role that Figure "previously played," please revise to
clarify if you believe your exit from the intermediary role was accomplished solely
by setting up the Guarantor Vehicle arrangement or if other factors were involved.
Democratized Prime, page 9
4.We note your response to prior comment 5. To the extent necessary to an
understanding of Democratized Prime, please revise to clarify the following:
•Where you state that "[c]ollateral terms are established," explain which
party/parties or processes determine the collateral terms;
•Given disclosure about loans being homogeneous and pre-defined standards and
underwriting criteria, clarify what types of differentiating factors lenders assess
when evaluating "[q]uality," as referenced on page 9;
•Clarify approximately how much time borrowers have to add collateral or reduce
loan amounts in the event a liquidation has been triggered;
•With respect to LTVs, please quantify in approximate terms what the LTV
"threshold" is and what parties or processes determine the threshold; and
•Explain whether LTV thresholds depend on the type of asset (HELOC, digital
asset, etc.) and quantify any such differences in approximate terms.
Please provide any ranges of values, formulas or other factors, such as index
references, that are used for the above and indicate, if true, that features are subject to
change.
Dilution, page 140
Please provide us with your calculations, with appropriate explanation, for arriving at
the numbers disclosed in the dilution table on page 140. In addition, please expand
your disclosure within the Dilution section, such as including a footnote to the table,
to show the calculation of historical and pro forma net tangible book value ("NTBV")
per share, detailing the individual components of the numerator and denominator in
each of these calculations. Ensure that your revised disclosure allows readers to
clearly quantify and fully understand: (i) any differences between the amounts
presented in your financial statements on page F-2 and amounts used in the historical
NTBV calculation, (ii) the impact of the Transactions you give effect to in arriving at
the pro forma denominator share amount, and (iii) the offering adjustments to the 5.

September 5, 2025
Page 3
numerator and denominator.
Our Proprietary Loan Origination System, page 188
6.We note your revised disclosure, response to comment 6 and references on page 190
to parties being able to remove HELOCs from the Provenance Blockchain. To the
extent material, clarify whether sponsors, purchasers or others have opted out or have
been party to disputes about whether to use the Provenance Blockchain.
Exhibit Index, page II-5
7.We note certain portions of exhibit 10.14 are redacted. Please mark the exhibit index
to indicate that portions of the exhibit have been omitted and state the basis upon
which you are relying for such redactions. If you intend to redact information pursuant
to Item 601(b)(10)(iv) of Regulation S-K, please revise each applicable exhibit to
include a prominent statement on the first page of such redacted exhibit that certain
identified information has been excluded because it is both not material and the type
of information that the registrant treats as private or confidential.
            Please contact Ben Phippen at 202-551-3697 or Cara Lubit at 202-551-5909 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Adam J. Gelardi, Esq.

CORRESP
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 1271 Avenue of the Americas

 New York, New York  10020-1401

 Tel: +1.212.906.1200  Fax: +1.212.751.4864

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FIRM / AFFILIATE OFFICES

Austin Milan

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September 2, 2025 Chicago Riyadh

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Houston Tel Aviv

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Division of Corporation Finance Office of Finance

United States Securities and Exchange Commission 100 F

Street, N.E.

Washington, D.C. 20549

 Los Angeles Washington, D.C.

Madrid

Attention: Ben Phippen, Cara Lubit, Madeleine Joy Mateo, James Lopez

Re: Figure Technology Solutions, Inc.

 Form S-1 Filed August 18, 2025

 CIK No. 0002064124

Ladies and Gentlemen:

Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof an amendment (“Amendment No. 2”) to the Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed the Registration Statement on August 18, 2025. The Registration Statement has been revised to address the comments received from the staff of the Commission (the “Staff”) on the Registration Statement. 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.

Registration Statement on Form S-1

A Letter From Our Founder, page ii

1.We note the reference to the GENIUS Act and related regulations here and on page 99. Please revise page 99 and where appropriate to update for enactment and discuss the extent to which your YLDS stablecoin or other assets, such as nuYLDS or other digital assets on Figure Exchange or other parts of your ecosystem, could be deemed to be subject to the legislation. Additionally, we note the reference to

September 2, 2025

Page 2

five parties intermediating debit cards and your marketplace limiting the parties to just the buyer and seller such that “[a]ll the rent-seeking goes away.” With a view to clarifying disclosure, advise us whether the various roles you play and the ecosystem fees you charge bring in a necessary third party beyond the buyer and seller, for example your transfer agent’s role collecting and maintaining personally identifiable information or your responsibility in mirroring the “order book on Figure Exchange,” as stated on page 190.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 101. The Company further advises the Staff that NuYLDS is not a Company product, nor does it currently exist, however, if it is created and is subsequently added to the Figure Exchange, and it falls under the legislation, Figure Exchange will comply with the legislation accordingly. In addition, the Company advises the Staff that the example of multiple intermediating parties involved in each credit card transaction and reference to rent-seeking was meant to describe the power of blockchain, which has the ability to remove multiple parties and create a more efficient market, rather than a Company-specific example regarding the use of our platform or product.

Our Solutions, page 4

2.We note your response to prior comment 5. Please advise us of the following:

•What are “vaults” and a “vault marketplace”? It is unclear if these are the same types of vaults as are referenced on page 184 as “secure electronic vaults”;

•How do (or will, if this is a prospective offering) vaults and a vault marketplace interact within and/or apart from Figure Exchange and the other parts of your business?

•Would nuYLDS or the vaults or vault marketplace present offerings that compete with Figure Exchange or other parts of your business?; and

•Are there risks associated with such strategic partnerships that should be addressed in your prospectus.

Please revise or advise.

Response: The Company advises the Staff that nuYLDS, vault and vault marketplace are third party products unrelated to the Company. As previously referenced in a prior response letter, Animoca is a firm that may buy our tokenized assets much like any other buyer. These Aminoca products do not compete with Figure Connect but in fact are additional potential buyers on Figure Connect for tokenized assets. As discussed with the Staff, the Company is confused by certain of the statements made in the Animoca press release, and the

September 2, 2025

Page 3

Company has no control over the content it releases. Given the above, there are no associated risks of the Aminoca products.

Figure Connect, page 7

3.We note your response to prior comment 4 and your disclosure that the Guarantor Vehicle has yet to purchase HELOCs via Figure Connect but has instead purchased $25 million of residual equity from your securitization completed in May 2025. Noting also your response that you use 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, please advise us, with a view to clarifying disclosure, of the following:

•If the Guarantor Vehicle is obligated to and will continue to purchase an equity portion of each securitization and describe any related underlying agreements governing this obligation. If applicable, describe instances wherein the Guarantor Vehicle is not obligated to purchase an equity portion of securitizations;

•How “first loss” is defined and what quantitative and/or qualitative factors are used to determine the residual position;

•What risks you are exposed to in the JV taking the first loss or residual position in securitizations;

•Any limitations to the JV’s assumption of first loss in the securitizations (dollar amount, percentage, etc.); and

•If the assumption by the Guarantor Vehicle of the first loss or residual position in securitizations extends to third party investors.

Additionally, please disclose whether, once the Guarantor Vehicle begins purchasing HELOCs via Figure Connect, the Guarantor Vehicle will be obligated to purchase HELOCs, any related underlying agreements governing this obligation, and any limitations wherein the Guarantor Vehicle will not purchase HELOCs. In this regard, we note your disclosure on page 8 that the Guarantor Vehicle is specifically mandated to purchase and securitize assets sold via Figure Connect.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8, 190 and 191 in response to each of the bullet points above.

4.Additionally, as you continue to use the term “Guarantor,” please revise to clarify whether and to what extent there is an indirect guarantee, as

September 2, 2025

Page 4

suggested by the statement that the vehicle “does not directly provide a guarantee or backing of the loans.”

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8, 190 and 191.

Figure Exchange, page 9

5.We note your response to prior comment 6 and revised disclosure on page 188 stating that Democratized Prime “connects asset owners looking to borrow against those assets with liquidity providers seeking to earn yield by lending to those assets.” It is still unclear who the users and other parties are and how users choose the most appropriate and efficient pool for their unique use case. Please revise to provide a graphic or other explanatory disclosure that identifies the parties to a typical transaction, the typical asset involved, and the typical interest rate. In this regard, we note your website includes the statement that “[i]nvestors access overcollateralized, short-duration claims tied to real assets, starting with mortgage warehouse lines, through a structure designed for daily settlement and clear reporting.” As non- exclusive examples of disclosures that may be appropriate for clarification based on information from your website, it is unclear how assets are pooled, how many lenders and borrowers may be involved in a single transaction, how warehouse lines play a role, and whether and how you or your agreements with users ensure that any LTV exceeding 90% gets “automatically liquidate[d]” to repay loans. Please revise accordingly.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9, 10, 11, 192, 193 and 194.

Tokenization and Trading, page 12

6.We note your response to prior comments 2 and 16 and revised disclosure, including on pages 2, 12, 184 and 195. It is unclear why you state that Provenance is the sole system of record when you also state on page 2 that the blockchain is a validation mechanism to “support the traditional, off-chain processes [you] use for tracking and monitoring loan transactions.” As other examples of off-chain records and activities that appear to set up a hybrid system of record, we note the following:

•References on page 12 and elsewhere to real-world asset representations documented through traditional legal documents that record real-world assets pursuant to state laws;

•Statements throughout that personally identifiable information of the borrower is not recorded on a public blockchain; and

•The statement on page 184 that “data and the documents collected in the origination process are digitally stored in a secure electronic vault outside of the Provenance Blockchain.”

September 2, 2025

Page 5

Please revise Our Solutions on page 4 and other descriptions of the blockchain as your “sole system of record” to further clarify the apparently hybrid nature of the documentation, reconciliation and other processes associated with your systems. Additionally, we also note your statement on page 12 and elsewhere that you contractually require all owners of tokenized real-world assets to reflect all asset transactions on the Provenance Blockchain and to pass the same obligation along to any subsequent owner, as well as the statement on page 184 that loan owners use the Portfolio Manager to transfer loans by transferring the tokens and “access rights to the loan file in the secure electronic vault.” With a view to clarifying disclosure in Risk Factors, advise us of the risks and/or limitations associated with downstream purchasers. For example, could they intentionally or unintentionally not comply with the obligation?

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 15, 201, 202, 187 and 188.

7.Please clarify if the owners of tokenized real-world assets with which you have contractual agreements also own the real-world assets. To the extent the owners are not the same, clarify if there are any agreements in place that require changes to or transactions concerning real-world assets to also be reflected on the blockchain. Further describe here how the design of your systems makes it impractical to transfer ownership without the use of blockchain-based systems.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 15, 201 and 202.

8.We note your statement in response to prior comment 2 that the current principal business is the tokenization of loans and not the tokenization of securities. However, we note the statement on page 17 discussing your tokenization of digital assets and belief that the market opportunity for tokenized securities is as large as the existing securities market. To the extent you have definite plans to tokenize securities as a material part of your business, please revise and advise us with respect to the tokenization of securities as requested in prior comment 2. For example, summarize important limitations or risks associated with transacting in or holding tokenized securities, including whether all relevant parties would be made aware of or allowed to participate in potential creation and transfer of tokenized securities.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18 and 230 to remove the disclosure regarding the market opportunity for tokenized securities. The Company further advises the Staff that, while tokenized securities may be a potential product, the Registration Statement does not contemplate definitive plans to tokenize securities as a central part of the Company’s tokenization of loans’ business. Tokenized securities are not a product the Company currently offers and is just an example of something that could come on blockchain. In the event that this is

September 2, 2025

Page 6

something the Company will definitively pursue, the Company will update its current reports or any future registration statements to summarize important limitations or risks associated with transacting in or holding tokenized securities.

9.Please refer to prior comment 16 and the request for clarification of reconciliation processes. To the extent material to an understanding of key aspects of your blockchain and related business, including technological competitiveness and/or the risks described on pages 43-46, please clarify the statement on page 184 that the “hash can detect any subsequent changes to the data and documents, allowing for verification of authenticity.” It is unclear how hash is used in the reconciliation or verification process, how it can detect changes, and what types of changes are detected. It is also unclear who is involved in this process. For example, when hash detects a change, it is unclear who verifies and authenticates it and how these steps are viewed by the lender, borrower, purchaser, and so forth. Additionally, it appears that reconciliation is only possible where the servicer or sub-servicer has agreements with you and has connected their software to the Provenance Blockchain. Please revise to provide clarification, including a summary, if true, of how your agreements with third parties obligate them to use your Portfolio Manager and the Provenance Blockchain. If third parties are able to use LOS for underwriting and/or originating while opting out of some or all of the blockchain-related features, please revise to clarify.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 187 and 188.

Homogeneous underwriting, page 14

10.We note your response to prior comment 8. Please revise your disclosure to discuss, as you discuss in your correspondence, that you collect FICO scores as part of the digital assets-backed loans origination process but do not use FICO scores in the digital assets-backed loan underwriting, and disclose the required minimum draw down amounts at origination.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 16.

Organizational History, page 20

11.We note your response to prior comment 1. Please revise the graphic on page 21 and accompanying discussion to connect your key operations, such as HELOC originations and LOS, with the corresponding entities in the organizational structure. In this regard, it is unclear why FCC is not identified.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 23.

September 2, 2025

Page 7

Key Operating Metrics, page 141

12.We note your response to prior comment 12 and your revised disclosure on pages 149 and 158 clarifying that technology fees are only earned on a subset of Partners included in the Partner Branded Volume repor

August 26, 2025
Michael Tannenbaum
Chief Executive Officer
FT Intermediate, Inc.
5 Bryant Park, 34th Floor
New York, NY 10018
Re:FT Intermediate, Inc.
Registration Statement on Form S-1
Filed August 18, 2025
File No. 333-289695
Dear Michael Tannenbaum:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 15, 2025 letter.
Registration Statement on Form S-1
A Letter From Our Founder, page ii
We note the reference to the GENIUS Act and related regulations here and on page
99. Please revise page 99 and where appropriate to update for enactment and discuss
the extent to which your YLDS stablecoin or other assets, such as nuYLDS or other
digital assets on Figure Exchange or other parts of your ecosystem, could be deemed
to be subject to the legislation. Additionally, we note the reference to five parties
intermediating debit cards and your marketplace limiting the parties to just the buyer
and seller such that "[a]ll the rent-seeking goes away." With a view to clarifying
disclosure, advise us whether the various roles you play and the ecosystem fees you
charge bring in a necessary third party beyond the buyer and seller, for example
your transfer agent's role collecting and maintaining personally identifiable 1.

August 26, 2025
Page 2
information or your responsibility in mirroring the "order book on Figure Exchange,"
as stated on page 190.
Our Solutions, page 4
2.We note your response to prior comment 5. Please advise us of the following:
•What are "vaults" and a "vault marketplace"? It is unclear if these are the same
types of vaults as are referenced on page 184 as "secure electronic vaults";
•How do (or will, if this is a prospective offering) vaults and a vault marketplace
interact within and/or apart from Figure Exchange and the other parts of your
business?;
•Would nuYLDS or the vaults or vault marketplace present offerings that compete
with Figure Exchange or other parts of your business?; and
•Are there risks associated with such strategic partnerships that should be
addressed in your prospectus.
Please revise or advise.
Figure Connect, page 7
3.We note your response to prior comment 4 and your disclosure that the Guarantor
Vehicle has yet to purchase HELOCs via Figure Connect but has instead purchased
$25 million of residual equity from your securitization completed in May 2025.
Noting also your response that you use 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, please advise us, with a
view to clarifying disclosure, of the following:
•If the Guarantor Vehicle is obligated to and will continue to purchase an equity
portion of each securitization and describe any related underlying agreements
governing this obligation. If applicable, describe instances wherein the Guarantor
Vehicle is not obligated to purchase an equity portion of securitizations;
•How "first loss" is defined and what quantitative and/or qualitative factors are
used to determine the residual position;
•What risks you are exposed to in the JV taking the first loss or residual position in
securitizations;
•Any limitations to the JV's assumption of first loss in the securitizations (dollar
amount, percentage, etc.); and
•If the assumption by the Guarantor Vehicle of the first loss or residual position in
securitizations extends to third party investors.

Additionally, please disclose whether, once the Guarantor Vehicle begins purchasing
HELOCs via Figure Connect, the Guarantor Vehicle will be obligated to purchase
HELOCs, any related underlying agreements governing this obligation, and any
limitations wherein the Guarantor Vehicle will not purchase HELOCs. In this regard,
we note your disclosure on page 8 that the Guarantor Vehicle is specifically mandated
to purchase and securitize assets sold via Figure Connect.

August 26, 2025
Page 3
4.Additionally, as you continue to use the term "Guarantor," please revise to clarify
whether and to what extent there is an indirect guarantee, as suggested by the
statement that the vehicle "does not directly provide a guarantee or backing of the
loans."
Figure Exchange, page 9
5.We note your response to prior comment 6 and revised disclosure on page 188 stating
that Democratized Prime "connects asset owners looking to borrow against those
assets with liquidity providers seeking to earn yield by lending to those assets." It is
still unclear who the users and other parties are and how users choose the most
appropriate and efficient pool for their unique use case. Please revise to provide a
graphic or other explanatory disclosure that identifies the parties to a typical
transaction, the typical asset involved, and the typical interest rate. In this regard, we
note your website includes the statement that "[i]nvestors access overcollateralized,
short-duration claims tied to real assets, starting with mortgage warehouse lines,
through a structure designed for daily settlement and clear reporting." As non-
exclusive examples of disclosures that may be appropriate for clarification based on
information from your website, it is unclear how assets are pooled, how many lenders
and borrowers may be involved in a single transaction, how warehouse lines play a
role, and whether and how you or your agreements with users ensure that any LTV
exceeding 90% gets "automatically liquidate[d]" to repay loans. Please revise
accordingly.
Tokenization and Trading, page 12
We note your response to prior comments 2 and 16 and revised disclosure, including
on pages 2, 12, 184 and 195. It is unclear why you state that Provenance is the sole
system of record when you also state on page 2 that the blockchain is a validation
mechanism to "support the traditional, off-chain processes [you] use for tracking and
monitoring loan transactions." As other examples of off-chain records and activities
that appear to set up a hybrid system of record, we note the following:
•References on page 12 and elsewhere to real-world asset representations
documented through traditional legal documents that record real-world assets
pursuant to state laws;
•Statements throughout that personally identifiable information of the borrower is
not recorded on a public blockchain; and
•The statement on page 184 that "data and the documents collected in the
origination process are digitally stored in a secure electronic vault outside of the
Provenance Blockchain."
Please revise Our Solutions on page 4 and other descriptions of the blockchain as your
"sole system of record" to further clarify the apparently hybrid nature of the
documentation, reconciliation and other processes associated with your systems.
Additionally, we also note your statement on page 12 and elsewhere that you
contractually require all owners of tokenized real-world assets to reflect all asset
transactions on the Provenance Blockchain and to pass the same obligation along to
any subsequent owner, as well as the statement on page 184 that loan owners use the
Portfolio Manager to transfer loans by transferring the tokens and "access rights to the 6.

August 26, 2025
Page 4
loan file in the secure electronic vault." With a view to clarifying disclosure in Risk
Factors, advise us of the risks and/or limitations associated with downstream
purchasers. For example, could they intentionally or unintentionally not comply with
the obligation?
7.Please clarify if the owners of tokenized real-world assets with which you
have contractual agreements also own the real-world assets. To the extent the owners
are not the same, clarify if there are any agreements in place that require changes to or
transactions concerning real-world assets to also be reflected on the blockchain.
Further describe here how the design of your systems makes it impractical to transfer
ownership without the use of blockchain-based systems.
8.We note your statement in response to prior comment 2 that the current principal
business is the tokenization of loans and not the tokenization of securities. However,
we note the statement on page 17 discussing your tokenization of digital assets and
belief that the market opportunity for tokenized securities is as large as the existing
securities market. To the extent you have definite plans to tokenize securities as a
material part of your business, please revise and advise us with respect to the
tokenization of securities as requested in prior comment 2. For example, summarize
important limitations or risks associated with transacting in or holding tokenized
securities, including whether all relevant parties would be made aware of or allowed
to participate in potential creation and transfer of tokenized securities.
9.Please refer to prior comment 16 and the request for clarification of reconciliation
processes. To the extent material to an understanding of key aspects of your
blockchain and related business, including technological competitiveness and/or the
risks described on pages 43-46, please clarify the statement on page 184 that the "hash
can detect any subsequent changes to the data and documents, allowing for
verification of authenticity." It is unclear how hash is used in the reconciliation or
verification process, how it can detect changes, and what types of changes are
detected. It is also unclear who is involved in this process. For example, when hash
detects a change, it is unclear who verifies and authenticates it and how these steps are
viewed by the lender, borrower, purchaser, and so forth. Additionally, it appears that
reconciliation is only possible where the servicer or sub-servicer has agreements with
you and has connected their software to the Provenance Blockchain. Please revise to
provide clarification, including a summary, if true, of how your agreements with third
parties obligate them to use your Portfolio Manager and the Provenance Blockchain.
If third parties are able to use LOS for underwriting and/or originating while opting
out of some or all of the blockchain-related features, please revise to clarify.

Homogeneous underwriting, page 14
10.We note your response to prior comment 8. Please revise your disclosure to discuss,
as you discuss in your correspondence, that you collect FICO scores as part of the
digital assets-backed loans origination process but do not use FICO scores in the
digital assets-backed loan underwriting, and disclose the required minimum draw
down amounts at origination.

August 26, 2025
Page 5
Organizational History, page 20
11.We note your response to prior comment 1. Please revise the graphic on page 21 and
accompanying discussion to connect your key operations, such as HELOC
originations and LOS, with the corresponding entities in the organizational structure.
In this regard, it is unclear why FCC is not identified.
Key Operating Metrics, page 141
12.We note your response to prior comment 12 and your revised disclosure on pages 149
and 158 clarifying that technology fees are only earned on a subset of Partners
included in the Partner Branded Volume reported on page 141. Please revise your
revenue recognition disclosure on pages F-19 and F-72 in a similar manner, to clearly
differentiate between the loan originators that are charged a technology fee and those
that are not charged a fee.
Blockchain Common Stock, page 238
13.Please expand your disclosure to discuss the type and general character of blockchain
common stock. It is unclear why these are designated "blockchain." Do you plan for
this series to be issued as a digital asset or otherwise differently than the other series?
Note 3 - Investments, page F-26
14.We note your response to prior comment 19 and your revised disclosure on pages 155,
161, 173 and 174. Please address the following:
•Your response appears to indicate that the non-GAAP adjustments for "Change in
Fair Value of Digital Assets and Related Investments" on pages 173 and 174
include changes in fair value of the digital assets you hold directly and changes in
fair value of your investment in the Domestic Solana Fund, which primarily holds
Solana tokens. Enhance your disclosure on pages 173 and 174 to more fully
describe and define this adjustment, so that the filing disclosures are clear and
quantify the components included in this amount.
•Revise your disclosures where appropriate to ensure that an investor is able to
reconcile the "Change in Fair Value of Digital Assets Held and Related
Investments" amounts as disclosed on pages 173-174 to the related amounts in
your footnotes, such as the tabular summaries of activities involving digital assets
held by you and your ratable investment in the Domestic Solana Fund on pages F-
26, F-27, F-78 and F-79.

August 26, 2025
Page 6
            Please contact Ben Phippen at 202-551-3697 or Cara Lubit at 202-551-5909 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Adam J. Gelardi, Esq.

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

  Chicago Paris

  Dubai Riyadh

August 22, 2025

  Düsseldorf San Diego

 Frankfurt San Francisco

  Hamburg Seoul

  Hong Kong Silicon Valley

  Houston Singapore

  London Tel Aviv

  Los Angeles Tokyo

  Madrid Washington, D.C.

VIA EDGAR AND SECURE TRANSFER

FT INTERMEDIATE, INC.  HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS OF THIS LETTER, WHICH WERE REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR, UNDER RULE 83 OF THE SEC’S RULES OF PRACTICE, AND THE COMPANY DELIVERED A COMPLETE UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT THE DIVISION OF CORPORATION FINANCE.

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ben Phippen

 Cara Lubit

 Madeleine Joy Mateo

 James Lopez

Re: FT Intermediate, Inc.

 Registration Statement on Form S-1 (File No. 333-289695)

To the addressees set forth above:

On behalf of FT Intermediate, Inc., a Nevada corporation (the “Company”), we hereby submit a preliminary price range in connection with the Company’s proposed initial public offering (the “IPO”).  The Company intends to include the proposed bona fide price range required pursuant to Item 501(b)(3) of Regulation S-K in a subsequent amendment to the Company’s Registration Statement on Form S-1 (File No. 333-289695) (the “Registration Statement”), which price range the Company currently expects will be within the range provided below.  The provided terms are the Company’s current estimate of the public offering price based on current market information.  Should the bona fide estimates of these terms change, the figures presented in a subsequent amendment to the Registration Statement may increase, decrease or narrow accordingly.  The Company expects to file an amendment to the Registration

August 22, 2025

Page 2

Statement with the bona fide price range required pursuant to Item 501(b)(3) of Regulation S-K on or about September 2, 2025.  In any event, the bona fide price range to be included in the preliminary prospectus will comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04 and will not have a difference of more than 20% of the high end of the range.

The Company expects to have a bona fide price range required pursuant to Item 501(b)(3) of Regulation S-K within the preliminary price range of $[***] to $[***] per share.

Because of the commercially sensitive nature of the information contained herein, the Company has also submitted a request for confidential treatment of selected portions of this letter.  The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commissions’ Rules on Information and Requests, 17 C.F.R. § 200.83.

* * * * * *

Please advise us if we can provide any further information to facilitate your review.  Please direct any questions or comments regarding this letter to Marc D. Jaffe at (212) 906-1281.

Very truly yours,

/s/ Marc D. Jaffe

Marc D. Jaffe

of LATHAM & WATKINS LLP

cc: (via email)

 Michael Tannenbaum, Chief Executive Officer, FT Intermediate, Inc.

 Macrina Kgil, Chief Financial Officer, FT Intermediate, Inc.

 Ronald Chillemi, Chief Legal Officer and Corporate Secretary, FT Intermediate, Inc.

 Ian D. Schuman, Latham & Watkins LLP

 Adam J. Gelardi, Latham & Watkins LLP

 Byron B. Rooney, Davis Polk & Wardwell LLP

 Derek Dostal, Davis Polk & Wardwell LLP

Page 2

CORRESP
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filename1.htm

Document

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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

August 15, 2025
Michael Tannenbaum
Chief Executive Officer
FT Intermediate, Inc.
5 Bryant Park, 34th Floor
New York, NY 10018
Re:FT Intermediate, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted August 4, 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 and non-public draft submission(s) 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 July 29, 2025 letter.
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.
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.2.

August 15, 2025
Page 2
•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.
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?).
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.
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 enable retail investors and
others "to access a wide range of investment products permissionlessly via NUVA." 5.

August 15, 2025
Page 3
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.
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."
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.
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.
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.
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.
Key Operating Metrics, page 138
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 Figure branded
ecosystem and technology fees and Figure branded gain on sale of loans both 11.

August 15, 2025
Page 4
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.
12.We note your disclosure on pages 146 and 152 discussing additional technology
offering fees from the fulfillment of $762.6 million, $590.5 million, $2.3 billion and
$1.6 billion in Partner-branded loan originations during the three months ended March
31, 2025 and 2024 and the years ended December 31, 2024 and 2023, respectively.
We also note your disclosure on pages 29 and 138 that total Partner-branded
origination volume was $1.0 billion, $763.4 million, $3.4 billion and $1.7 billion for
the three months ended March 31, 2025 and 2024 and the years ended December 31,
2024 and 2023, respectively. Please clarify why these Partner-branded loan
origination figures differ, and revise your disclosure as necessary.
Figure branded, page 153
13.We note references to the year ended March 31, 2024 and 2023. Please revise your
disclosure to reference the year ended December 31, 2024 and 2023, if appropriate.
14.Please revise your disclosure to explain why there was no Figure branded ecosystem
and technology fee revenue during the year ended December 31, 2023.
Partner branded, page 154
15.Please revise your disclosure to explain why there was no Partner branded origination
fee revenue during the year ended December 31, 2023.
Proprietary Loan Origination System, page 177
16.We note your responses to prior comments 10 and 29 and that every asset passing
through your system is recorded on Provenance Blockchain, which you state is the
sole system of record. Please revise to clarify when and how events throughout the
life of a loan, such as delinquencies or defaults, become documented where necessary.
Further clarify the reconciliation process between real world recordkeeping and the
blockchain. Your revised disclosure should summarize, for each of your core
systems/services, how that system or service interacts with or uses Provenance
Blockchain, and when and at what point that system or service is on the blockchain or
otherwise digital and when it is not on the blockchain or digital.
Origination and Distribution Marketplace, page 188
17.We note your response to prior comment 34. We were unable to identify a discussion
of the assumptions underlying your expectation that the take rate will remain at 4%.
Please revise your disclosure.
18.We note your response to prior comment 33. To allows investors to place your
disclosure into better context, please revise your disclosure to quantify the
approximate percentage of DSCR loans as compared to your standard HELOC loans.
Note 3 - Investments, page F-23
We note the following disclosures quantifying the change in fair value of digital 19.

August 15, 2025
Page 5
assets:
•"Other expense, net" disclosure on pages 149 and 156, which states that the
change in fair value of digital assets was $(10,509), $0, $13,603 and $0 for the
three months ended March 31, 2025 and 2024 and the years ended December 31,
2024 and 2023, respectively.
•Non-GAAP disclosure on pages 167 and 168, which includes adjustments
indicating that the change in fair value of digital assets was $(9,962), $0, $10,674
and $0 for the three months ended March 31, 2025 and 2024 and the years ended
December 31, 2024 and 2023, respectively.
•Investments footnote disclosure on pages F-25 and F-75, which states that the
change in fair value of digital assets held as collateral and held for sale was
$(20,442), $0, $7,910 and $215 for the three months ended March 31, 2025 and
2024 and the years ended December 31, 2024 and 2034, respectively.
Please provide us with a reconciliation showing how these amounts correlate for each
period presented, and revise your disclosure to reconcile and explain the differences in
these varying amounts of the change in fair value of digital assets.
Combined Consolidated Statements of Cash Flows, page F-57
20.Your response to prior comment 39 appears to indicate that all loans held for
investment transferred to loans held for sale in 2023 and 2024 were originally
classified as held for sale upon origination or purchase, moved to held for investment,
and then moved back to held for sale. However, we also note your disclosure on page
162 that loans held in consolidated securitization trusts are included in loans held for
investment. Please clarify and confirm whether you have any loans that were
originally classified as held for investment upon origination or purchase relating to
consolidated securitization trusts or for any other reason. If so, tell us how they are
currently reflected in the balance sheets and statements of cash flows.
Ecosystem Fees, page F-68
We note your response to prior comment 40 and your disclosure on pages F-18 and F-
68 describing your revenue recognition policy for ecosystem fees charged to partners
in exchange for use of the Figure Connect platform. We also note your disclosure on
page 186 stating that while there are no upfront costs charged to your partners to
onboard or test, partners are assessed a delayed implementation fee if they fail to meet
a minimum number of loans originated through the platform. Please address the items
below.
•Tell us whether ecosystem fees and implementation fees are the same and, if so,
please revise your disclosure throughout the document to use consistent
terminology. If not, please clarify the difference between these fees and quantify
implementation fees.
•Please revise your disclosure on pages F-18 and F-68 to provide sufficient detail
to fully understand recognition of ecosystem fees, including any hurdles to
recognition, how you determine the fee amount ( e.g., flat fee per partner or per
loan, sliding fee based on certain volume goals, etc.), whether this is a one time or
recurring fee, and when you have a right to invoice users for such fees.21.

August 15, 2025
Page 6
•Please revise your disclosure, where appropriate, to include the total number of
partners and the total number of partners that failed to meet the minimum number
of loans originated through the platform for each period presented.
Exhibits
22.We note your response to prior comment 41. It appears based on the increasing
emphasis on the digital-asset lending and the volatility of the assets that this is a
material agreement under Item 601(b)(10) of Regulation S-K. Please file the
agreement or provide further analysis as to why you believe it is not material.
            Please contact Ben Phippen at 202-551-3697 or Cara Lubit at 202-551-5909 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Adam J. Gelardi, Esq.

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.

July 29, 2025
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.

July 29, 2025
Page 3
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.

July 29, 2025
Page 4
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
Page 5
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
Page 6
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,

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
Page 3
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
Page 4
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
Page 5
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
Page 6
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