S-1/A 1 ftintermediateinc-sx1aexso.htm S-1/A Document

As filed with the Securities and Exchange Commission on August 25, 2025.
Registration No. 333‑289695          
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FT Intermediate, Inc.*
to be renamed as described herein to
Figure Technology Solutions, Inc.
(Exact name of registrant as specified in its charter)
Nevada737499-2556408
(State or other jurisdiction of
incorporation or organization)		(Primary Standard Industrial
Classification Code Number)		(I.R.S. Employer
Identification Number)
5 Bryant Park, 34th Floor
New York, NY 10018
(917) 789-8049
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Tannenbaum
Chief Executive Officer
FT Intermediate, Inc.
5 Bryant Park, 34th Floor
New York, NY 10018
(917) 789-8049
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc D. Jaffe
Ian D. Schuman
Adam J. Gelardi
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
Ronald Chillemi
Chief Legal Officer and Corporate Secretary
FT Intermediate, Inc.
5 Bryant Park, 34th Floor
New York, NY 10018
(917) 789-8049
Byron B. Rooney
Derek Dostal
Davis Polk & Wardwell LLP
 450 Lexington Avenue
New York, NY 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☐
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-289695) is being filed solely for the purpose of filing certain exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
(a) Exhibits
Exhibit NumberDescription
1.1*
Form of Underwriting Agreement.
3.1
3.2
4.1*
Form of Class A Common Stock Certificate.
4.2*
Form of Class B Common Stock Certificate.
5.1*
Opinion of Brownstein Hyatt Farber Schreck, LLP.
10.1+
10.2+
10.3+
10.4+
10.5+*
Figure Markets Holdings, Inc. 2024 Equity Incentive Plan.
10.6+
10.7+
10.8+
10.9+
10.10+
10.11†
10.12†
10.13†*
Seventh Amended and Restated Investors’ Rights Agreement, dated , 2025, among FT Intermediate, Inc. and the investors party thereto.
10.14■†
10.15
10.16
10.17
21.1#
23.1#
23.2*
Consent of Brownstein Hyatt Farber Schreck, LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).
24.1#
107#
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_______________
+Indicates management contract or compensatory plan.
*To be filed by amendment.
#Previously filed.
†Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.
■Certain portions of this exhibit (indicated by “[***]” have been redacted pursuant to Regulation S-K, Item 601(a)(6).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on August 25, 2025.
FT INTERMEDIATE, INC.
By:
/s/ Michael Tannenbaum
Michael Tannenbaum
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Michael Tannenbaum
Chief Executive Officer and Director (Principal Executive Officer)
August 25, 2025
Michael Tannenbaum
/s/ Macrina Kgil
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
August 25, 2025
Macrina Kgil
*
Director
August 25, 2025
Adam Boyden
*
Director
August 25, 2025
Michael Cagney
*
Director
August 25, 2025
David Katsujin Chao
*
Director
August 25, 2025
Lesley Goldwasser
*
Director
August 25, 2025
Sachin Jaitly
*
Director
August 25, 2025
Daniel Morehead
*
Director
August 25, 2025
June Ou

*By: /s/ Michael Tannenbaum
Michael Tannenbaum
Attorney-in-fact
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