by Yogi Nelson
Welcome to the BlockchainAIForum
Everyone dreams of investing in a Initial Public Offering (IPO) that becomes the next Google, or Amazon, etc. Figure Technologies Solutions, (FTS) previous known as Figure Technologies, Inc., has filed its initial IPO with the U.S. Securities and Exchange Commission (SEC). Does FTS have what it takes to sky rocket? Maybe maybe not. In the mean time, you can learn about FTS here before you make any decision. This is not financial advice.
Business Overview
Figure Technology Solutions positions itself as a financial technology company aiming to transform lending, payments, and capital markets through blockchain-enabled solutions. Its proprietary Provenance Blockchain is the foundation for many of its products, which include home equity lines of credit (HELOCs), mortgage products, marketplace loan sales, and capital market settlement services. By leveraging blockchain, the company seeks to reduce transaction costs, increase transparency, and enable faster settlement compared to traditional financial processes.
The firm’s customer base includes consumers accessing lending products, financial institutions seeking capital market solutions, and enterprises integrating blockchain technology into financial operations. Figure’s strategy emphasizes scalability, compliance with financial regulations, and partnerships with institutional players to expand blockchain adoption across lending, securitization, and payments.
Key Risk Factors
The company acknowledges significant risks to its business model and growth trajectory. These include:
– Regulatory uncertainty surrounding blockchain and digital assets.
– Dependence on consumer demand for home lending products in a volatile housing market.
– Reliance on Provenance Blockchain and the risks of technology adoption by institutions.
– Exposure to macroeconomic factors such as interest rate fluctuations and inflation.
– Competitive pressure from established banks, fintechs, and emerging blockchain players.
The company also highlights risks specific to the IPO, including concentrated voting control by its co-founder, Michael Cagney, and the complexities of its multi-class share structure.
Recombination and Corporate Structure
Following a corporate reorganization (“Recombination”), Figure Technology Solutions became a holding company, owning 100% of Figure Lending Corp. (FLC) and FMH. These subsidiaries carry out the company’s operating activities. The company’s structure was simplified through this process to facilitate the IPO. A diagram included in the prospectus illustrates the post-Recombination structure with FTI at the top, wholly owning its operating subsidiaries.
Corporate Information
Figure was originally incorporated in Delaware in March 2024 and converted into a Nevada corporation in April 2025. Its headquarters are located at 5 Bryant Park, 34th Floor, New York, NY 10018. The company holds registered trademarks for “Figure” and its associated logos. It emphasizes that website references (figure.com) are not part of the prospectus disclosure.
Emerging Growth Company Status
Figure qualifies as an “emerging growth company” (EGC) under the Jumpstart Our Business Startups (JOBS) Act of 2012. As an EGC, the company benefits from reduced regulatory and disclosure obligations, including:
– Presenting only two years of audited financial statements and management discussion.
– Exemption from auditor attestation of internal controls.
– Reduced executive compensation disclosures.
– Exemption from shareholder advisory votes on compensation or severance arrangements.
– Ability to delay adoption of new accounting standards.
The company may remain an EGC for up to five years post-IPO or until it surpasses regulatory thresholds in revenue, public float, or debt issuance. Management acknowledges that this reduced disclosure may make the stock less attractive to some investors.
Offering Details
The IPO will consist of both primary and secondary shares of Class A common stock. While the precise number of shares and price range are not yet finalized in the prospectus, the offering is designed to:
– Raise capital for general corporate purposes, including working capital, operations, and potential acquisitions.
– Create a public market for Figure’s equity.
– Enable future capital raising by employees and stockholders.
– Increase the company’s market visibility.
Importantly, the company will not receive proceeds from shares sold by existing stockholders. Net proceeds from the company’s share sales will be used for growth initiatives and potential investments.
Share Structure and Voting Rights
Figure will have a dual-class share structure:
– Class A common stock: one vote per share.
– Class B common stock: ten votes per share.
Michael Cagney, co-founder and board member, will retain control through Class B holdings. This voting arrangement ensures that insiders maintain decision-making authority even as public investors acquire Class A stock. As a result, Figure will qualify as a “controlled company” under stock exchange governance rules, exempting it from certain board independence requirements.
The company has also reserved up to 5% of shares for employees, directors, and insiders via a directed share program. Additionally, its equity incentive plan and employee stock purchase plan will authorize future stock-based compensation.
Transactions and Share Counts
The prospectus outlines several transactions to occur prior to or concurrent with the IPO:
– Conversion of preferred stock into common stock.
– Reclassification of existing common stock into Class A.
– Exchange of some Class A shares into Class B shares by insiders.
– Conversion of some Class B back into Class A in connection with stockholder sales.
– Exercise of stock options by certain selling shareholders.
Post-offering share counts will also reflect restricted stock units (RSUs), option pools, and future reserves under the 2025 Incentive Award Plan and ESPP. These measures are designed to provide long-term equity incentives to employees while preserving insider control.
Governance and Control
Immediately after the IPO, insiders—particularly Michael Cagney—will maintain majority voting control, despite holding a minority of total shares outstanding. This structure ensures continuity of leadership but presents governance risks common to controlled companies. The company has disclosed these risks prominently.
Disclosure Practices
Figure intends to disclose material information through SEC filings, its investor relations website, press releases, public conference calls, and webcasts. Investors are encouraged to monitor these channels for ongoing updates, though website information itself is not incorporated into the prospectus.
Conclusion
Figure Technology Solutions’ IPO prospectus positions the company as a fintech innovator leveraging blockchain to disrupt traditional lending and capital markets. Its emerging growth company status provides flexibility in reporting, though it may limit transparency relative to peers. The dual-class share structure consolidates insider control, balancing stability with governance risk. Proceeds from the offering will support corporate growth and strategic opportunities, while the transaction mechanics streamline its equity structure for public market investors.
Overall, the Prospectus Summary highlights both Figure’s ambition to reshape financial services through blockchain and the inherent uncertainties tied to regulation, competition, and governance.
Until next time,
Yogi Nelson
Blockchain & AI Forum 