Figure Technology Solutions Inc-A美股招股说明书(2025-09-11版)

This is the initial public offering of Figure Technology Solutions, Inc. We are offering 23,506,605shares of our Class A common stock and the selling stockholdersidentified in this prospectus are offering 7,993,395 shares of our Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stockby the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price is $25.00 per share. Our Class A common stock has been approved for listing on the Nasdaq Stock Market (“NASDAQ”) under the symbol “FIGR.” Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock (collectively, our “common stock”). Therights of the holders of our Class A common stock and Class B common stock will be identical, except with respect to voting and conversion rights. Each share of Class Acommon stock will be entitled to one vote. Each share of Class B common stock will be entitled to ten votes and will be convertible into one share of Class A common stock,both at the option of the holder, and mandatorily upon the occurrence of certain events, including after Michael Cagney, our co-founder and a member of our board ofdirectors, and his permitted transferees cease to hold at least 5% of the shares of our common stock (excluding unvested shares of Class B common stock) that are issuedand outstanding as of the effectiveness of our amended and restated articles of incorporation. Immediately following the completion of this offering, Mr. Cagney and hispermitted transferees, will hold 37,893,047 shares of Class B common stock representing approximately 69.0% of the voting power of our outstanding capital stock (orapproximately 68.4% if the underwriters exercise their option to purchase additional shares in full), which will allow Mr. Cagney and his permitted transferees, as holders ofthe majority of the combined voting power of our common stock, to control all matters submitted to our stockholders for approval. As a result, following this offering we will bea “controlled company” within the meaning of the corporate governance rules of NASDAQ. For additional information, see the section titled “Management—ControlledCompany.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reportingrequirements in this prospectus and may elect to do so in future filings. Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page36to read about factors you should considerbefore deciding to invest in shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissionsProceeds to us, before expensesProceeds to the selling stockholders, before expenses(1) (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 4,725,000shares of our Class A common stock from us at the initial public offering price,less underwriting discounts and commissions. Duquesne Family Office LLC has indicated an interest in purchasing up to an aggregate of $50 million of shares of Class A common stock in this offering at the initialpublic offering price. The shares to be purchased by Duquesne Family Office LLC in this offering will not be subject to a lock-up agreement with the underwriters or theCompany. Because this indication of interest is not a binding agreement or commitment to purchase, Duquesne Family Office LLC may determine to purchase more, less orno shares in this offering or the underwriters may determine to sell more, less or no shares to Duquesne Family Office LLC. The underwriters will receive the same discounton any of our shares purchased by Duquesne Family Office LLC as they will from any other shares sold to the public in this offering. At our request, the underwriters have reserved for sale, at the initial public offering price, up to 1,575,000shares of Class A common stock, or up to 5% of the shares ofClass A common stock offered by this prospectus, for sale to certain individuals associated with us, through a directed share program. See the section titled “Underwriting—Directed Share Program.” The underwriters expect to deliver the shares against payment in New York, New York on or aboutSeptember 12, 2025. Goldman Sachs & Co. LLC BofA Securities Mizuho TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS36SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS132MARKET, INDUSTRY, AND OTHER DATA134USE OF PROCEEDS135DIVIDEND PO