SecProbe.io

CORRESP
 1
 filename1.htm

 FIGX CAPITAL ACQUISITON CORP.

 428 Greenwood Beach Road

 Tiburon, CA 94920

 June 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:

 Frank Knapp
 Mark Rakip
 Isabel Rivera
 Jeffrey Gabor

 Re:
 FIGX Capital Acquisition Corp.

 Registration Statement on Form S-1

 Filed May 21, 2025, as amended
 File No. 333-287453

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, FIGX Capital Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on June 26, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Louis Gerken

 Louis Gerken

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
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 CANTOR FITZGERALD & CO.

 New York, New York 10022

 June 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 FIGX Capital Acquisition Corp.

 Registration Statement on Form S-1, as amended

 Filed May 21, 2025, as amended

 File No. 333-287453

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of FIGX Capital Acquisition
Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:30 p.m. ET on June 26, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as may copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

CORRESP
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 FIGX Capital Acquisition Corp.

 428 Greenwood Beach Road

 Tiburon, CA 94920

 VIA EDGAR

 June 17, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Frank Knapp
 Mark Rakip
 Isabel Rivera
 Jeffrey Gabor

 Re:
 FIGX Capital Acquisition Corp.

 Registration Statement on Form S-1

 Filed May 21, 2025

 File No. 333-287453

 Ladies and Gentlemen:

 FIGX Capital Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff ", " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission "), dated May 30, 2025, regarding the Registration Statement
on Form S-1 (the " Registration Statement ") filed with the Commission on May 21, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is filing via Edgar a revised Registration Statement simultaneously with the submission of
this response letter.

 Registration Statement on Form S-1 filed May 21, 2025

 Risk Factors

 Our warrant agreement will designate the courts of the State
of New York or the United States District Court for the Southern District . . ., page 97

 1. We
note your disclosure here that the exclusive forum provision of your warrant agreement will not apply to suits brought to enforce any
liability or duty created by the Exchange Act, but Section 9.3 of the form of warrant agreement filed as Exhibit 4.4 does not contain
the exclusion of the Exchange Act. Please revise or tell us how you will inform investors in future filings that the provision does not
apply to actions arising under the Exchange Act.

 Response: The Company respectfully acknowledges
the Staff's comment and advises the Staff that Section 9.3 of the form of the warrant agreement provides that the exclusive forum
provisions not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum.

 Management, page 162

 2. We
acknowledge your response to prior comment 4. It appears that Jide Zeitlin is a director nominee for MSM Frontier Capital Acquisition
Corp. Please revise to ensure your disclosure regarding your management's involvement with other companies is complete.

 Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that it has amended its disclosure on
page 4, 120, and 163 of the Registration Statement to include the requested information.

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Lijia Sanchez, Esq., of Ellenoff
Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ Louis Gerken

 Name:
 Louis Gerken

 Title:
 Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Louis Gerken
Chief Executive Officer
FIGX Capital Acquisition Corp.
428 Greenwood Beach Road
Tiburon, CA 94920

 Re: FIGX Capital Acquisition Corp.
 Registration Statement on Form S-1
 Filed May 21, 2025
 File No. 333-287453
Dear Louis Gerken:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 28,
2025 letter.

Registration Statement on Form S-1 filed May 21, 2025
Risk Factors
Our warrant agreement will designate the courts of the State of New York or the
United
States District Court for the Southern District . . ., page 97

1. We note your disclosure here that the exclusive forum provision of your
warrant
 agreement will not apply to suits brought to enforce any liability or
duty created by
 the Exchange Act, but Section 9.3 of the form of warrant agreement filed
as Exhibit
 4.4 does not contain the exclusion of the Exchange Act. Please revise or
tell us how
 you will inform investors in future filings that the provision does not
apply to actions
 arising under the Exchange Act.
 May 30, 2025
Page 2
Management, page 162

2. We acknowledge your response to prior comment 4. It appears that Jide
Zeitlin is a
 director nominee for MSM Frontier Capital Acquisition Corp. Please
revise to ensure
 your disclosure regarding your management's involvement with other
companies is
 complete.

 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 Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Lijia Sanchez
</TEXT>
</DOCUMENT>

CORRESP
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 FIGX Capital Acquisition Corp.

 428 Greenwood Beach Road

 Tiburon, CA 94920

 VIA EDGAR

 May 20, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Frank Knapp
 Mark Rakip
 Isabel Rivera
 Jeffrey Gabor

 Re:
 FIGX Capital Acquisition Corp.

 Draft Registration Statement on Form S-1

 Submitted April 1, 2025

 CIK No. 0002059033

 Ladies and Gentlemen:

 FIGX Capital Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff ", " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission "), dated April 28, 2025, regarding the Draft Registration
Statement on Form S-1 (the " Registration Statement ") submitted to the Commission on April 1, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is filing via Edgar a revised draft registration statement
(the " Draft Registration Statement ") simultaneously with the submission of this response letter.

 Draft Registration Statement on Form S-1 submitted April 1, 2025

 Summary, page 1

 1. Please
discuss the role of your senior advisors, including whether they will receive any compensation for their services in this offering or
in connection with the business combination.

 Response: The Company respectfully acknowledges
the Staff's comment and advises the Staff that it has amended its disclosure on page 7, 123 and 166 of the Registration Statement to include
the requested information.

 The Offering, page 25

 2. You
disclose on page 29 and elsewhere in your prospectus that if you increase or decrease the size of your offering, you will effect a share
capitalization to maintain ownership of the founder shares at 20.5% of all issued and outstanding shares. Please revise your prospectus
to disclose the additional issuance of ordinary shares upon a change in the size of the offering and discuss the extent to which such
issuances may result in material dilution to shareholders. Refer to Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

 Response: The Company respectfully acknowledges
the Staff's comment and advises the Staff that it has amended its disclosure on cover page of the Registration Statement to include
the requested information.

 Risk Factors, page 55

 3. We
note your disclosure on page 124 that your sponsor may surrender or forfeit, transfer or exchange your founder shares, private placements
units, or any other securities at any time. Please add risk factor disclosure regarding the fact that your sponsor may remove itself
as your sponsor before identifying a business combination, including through the unconditional ability to transfer founder shares or
otherwise.

 Response: The Company respectfully
acknowledges the Staff's comment and advises the Staff that it has amended its disclosure on pages 86 and 87 of the
Registration Statement to include the requested information.

 Management, page 151

 4. Please
revise your disclosure regarding each of your directors to include a statement regarding the specific experience, qualifications, attributes,
or skills that led to the conclusion that the individual should serve as a director. In addition, revise your disclosure to ensure that
each title held by your managers is clear to investors. In this regard, we note specific references to BoD and CoB that are never defined.
Refer to Item 401 of Regulation S-K.

 Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that it has amended its disclosure throughout
the Registration Statement to include the requested information.

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Lijia Sanchez, Esq., of Ellenoff
Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ Louis Gerken

 Name:
 Louis Gerken

 Title:
 Chief Executive Officer

 cc:	Ellenoff Grossman & Schole LLP

<DOCUMENT>
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<SEQUENCE>2
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<TEXT>
 April 28, 2025

Louis Gerken
Chief Executive Officer
FIGX Capital Acquisition Corp.
428 Greenwood Beach Road
Tiburon, CA 94920

 Re: FIGX Capital Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted April 1, 2025
 CIK No. 0002059033
Dear Louis Gerken:

 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 submitted April 1, 2025
Summary, page 1

1. Please discuss the role of your senior advisors, including whether they
will receive
 any compensation for their services in this offering or in connection
with the business
 combination.
The Offering, page 25

2. You disclose on page 29 and elsewhere in your prospectus that if you
increase or
 decrease the size of your offering, you will effect a share
capitalization to maintain
 ownership of the founder shares at 20.5% of all issued and outstanding
shares. Please
 revise your prospectus to disclose the additional issuance of ordinary
shares upon a
 April 28, 2025
Page 2

 change in the size of the offering and discuss the extent to which such
issuances may
 result in material dilution to shareholders. Refer to Items 1602(a)(3)
and 1602(b)(6) of
 Regulation S-K.
Risk Factors, page 55

3. We note your disclosure on page 124 that your sponsor may surrender or
forfeit,
 transfer or exchange your founder shares, private placements units, or
any other
 securities at any time. Please add risk factor disclosure regarding the
fact that your
 sponsor may remove itself as your sponsor before identifying a business
combination,
 including through the unconditional ability to transfer founder shares
or otherwise.
Management, page 151

4. Please revise your disclosure regarding each of your directors to
include a statement
 regarding the specific experience, qualifications, attributes, or skills
that led to the
 conclusion that the individual should serve as a director. In addition,
revise your
 disclosure to ensure that each title held by your managers is clear to
investors. In this
 regard, we note specific references to BoD and CoB that are never
defined. Refer to
 Item 401 of Regulation S-K.
 Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Lijia Sanchez
</TEXT>
</DOCUMENT>