____________________________________________________________
FORM N-8B-4
REGISTRATION STATEMENT OF
FACE-AMOUNT CERTIFICATE COMPANIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FIGURE CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)
650 California Street, Suite 2700
(Address of principal office of registrant)
COPIES TO:
Susan I. Gault-Brown
Stradley Ronon Stevens & Young LLP
2000 K Street NW, Suite 700
ORGANIZATION AND CONTROL
ITEM 1. GENERAL INFORMATION AS TO ORGANIZATION
Give the date and form of organization of
the registrant and the name of the state or other sovereign power under the laws of which it was organized.
Registrant is a Delaware corporation organized on April 13, 2023.
ITEM 2. MISCELLANEOUS INFORMATION
(a) Date of termination of charter.
Not applicable.
(b) Date upon which fiscal year ends.
December 31.
(c) Date and place of annual or other regular meetings of security holders.
Delaware law does not require Registrant to hold an annual or other regular meeting of its stockholders in any year in which election of Registrant's directors is not required to be acted upon under the
Investment Company Act of 1940 (the “Act”). Holders of Registrant's face-amount certificates (“Certificates”) have no voting rights, and, therefore, Registrant does not contemplate any annual or other regular meeting for Certificate holders.
(d) Frequency, nature and scope of regular reports proposed to be made to each class of security holders.
As required by Section 30(a) of the Act, Registrant intends to deliver an annual report to Certificate holders. Registrant also may, from time to time, provide such other additional reports to Certificate
holders as it deems necessary or appropriate, which reports may include the information set out in Registrant's periodic reports filed with the Commission pursuant to the Securities Exchange Act of 1934 (“Exchange Act”).
ITEM 3. CONTROL
Furnish a list or diagram of all persons controlling, controlled by or under common control with
the registrant and indicate (1) the state or other sovereign power under the laws of which
each was organized, and (2) the respective percentage of voting securities of each such person owned by each other person named.
Figure Technologies, Inc., a Delaware corporation, owns 100% of the voting securities of
Registrant. Figure Technologies, Inc. also owns 100% of the voting securities of the following entities: (i) Figure Equity Solutions, Inc., a Delaware corporation; (ii) Figure Securities, Inc., a Delaware
corporation; and (iii) Figure Investment Advisors, LLC, a Delaware limited liability company.
ITEM 4. VOTING TRUSTS
If more than 10 percent of any class of voting securities of
the registrant are held subject to any voting trust or other similar agreement, state the title of such securities, the amount
held, and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.
Not applicable.
BUSINESS AND POLICIES OF REGISTRANT
ITEM 5. BUSINESS
Briefly describe the business of
the registrant and its
subsidiaries and the development thereof during the past five years. State, on the basis of present intentions and existing
conditions, any contemplated changes in the character of or method of conducting the business. State briefly the general character of any materially important assets of
the registrant and its
subsidiaries other than investments in securities,
mortgages and mortgage loans and commodities and commodity
contracts.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under Figure Certificate Company and the Figure Certificates in the prospectus contained in Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time.
ITEM 6. UNDERWRITING SECURITIES ISSUED BY OTHER PERSONS
(a) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of registrant (other than the mere authorization to buy and sell or otherwise deal in
securities) which authorizes or restricts the power of
the registrant to act as underwriter of securities issued by persons other than
the registrant.
Not applicable.
(b) Describe briefly the policy of
the registrant with respect to acting as underwriter of securities issued by other persons.
Registrant has no intention of acting as underwriter of securities issued by other persons; however, it may be deemed to be acting in such capacity to the extent is resells privately-placed securities that
it may acquire from time to time.
(c) State the name and address of each issuer for which
the registrant has acted as underwriter during the last fiscal year. Identify all such issuers affiliated with
the registrant and
state the nature of the affiliation.
Not applicable.
(d) For each issuer named under (c) state the title of each issue underwritten and the approximate amount thereof distributed during the last fiscal year.
Not applicable.
(e) Describe briefly any liability assumed by
the registrant in its capacity as underwriter other than that ordinarily attaching to the relationship of underwriter and issuer.
Not applicable.
ITEM 7. CONCENTRATION OF INVESTMENTS IN PARTICULAR INDUSTRIES
(a) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of registrant which specifically requires or forbids
the registrant to concentrate its
investments in a particular industry or group of industries.
Not applicable.
(b) Describe briefly the policy of
the registrant with respect to concentrating its investments in a particular industry or group of industries.
Registrant may invest without limitation in any particular industry or group of industries, consistent with applicable law.
(c) Indicate the nature of any industry or group of industries in which
the registrant's investments were concentrated at the end of each of the last three fiscal years covered by the
financial statements
filed herewith, and the approximate percentage of assets of registrant represented by its investment in each such industry or group of industries at the end of each year.
Not applicable.
ITEM 8. INVESTMENTS IN SECURITIES
(a) Describe briefly the policy of
the registrant with respect to investment in the following types of investments:
(1) Income producing securities
(A) United States Government Bonds
(B) Other bonds
(C) Preferred stocks
(D) Common stocks
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(2) Non-income producing securities
(A) Special situations
(B) Promotional enterprises
Registrant has no current intention of investing in non-income producing securities.
(3) Investments in particular companies
(A) Dependent upon management
(B) Dependent upon location
(C) Dependent upon product or service
Not applicable.
(4) Securities of other investment companies
Registrant may invest in securities of other investment companies, consistent with applicable law.
(5) Other security investments (specify)
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(b) State, as of the close of each of the last five fiscal years, the percentage of total assets represented by
the registrant's investments under each subdivision of (a)(1) and (a)(2)
and under (a)(4) and (a)(5).
Not applicable.
(c) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of registrant which restricts the power of
the registrant to invest in any type of
investment listed under (a).
Not applicable.
(d) State whether registrant elects to treat any policy stated under (a) as a fundamental policy for purposes of Sections 8(b)(2) and 13(a)(3) of the Act.
Registrant does not intend to treat any policy stated under (a) as a fundamental policy for purposes of Sections 8(b)(2) and 13(a)(13) of the Act.
(e) If
the registrant has acquired during its most recent fiscal year or during the period of time since organization, whichever is shorter, securities of its regular brokers or dealers
as defined in rule 10b-1 under the Act [17 CFR 270.10b-1], or their parents, identify those brokers or dealers and state the value of
the registrant's aggregate holdings of the securities of each subject issuer as of the close of
the registrant's
most
recent fiscal year.
Not applicable.
ITEM 9. PURCHASE AND SALE OF REAL ESTATE (INCLUDING REAL ESTATE MORTGAGE LOANS)
(a) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of
the registrant which specifically authorizes or restricts the power of
the registrant to
engage in the purchase and sale of real estate and real estate mortgage loans.
Not applicable.
(b) Describe the policy of
the registrant and its majority-owned
subsidiaries with respect to the purchase and sale of real estate and real estate mortgage loans.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(c) State, as of the close of each of the last five fiscal years, the percentage of total assets represented by
the registrant's investments in each of the following categories:
(1) Mortgage loans insured by the Federal Housing Administration.
(2) Other first mortgage loans.
(3) Second mortgage loans.
(4) Loans guaranteed under the Servicemen's Readjustment Act of 1944, as amended, authorized as qualified investments by Rule N-28B-1.
(5) Other liens on real estate.
Not applicable.
(d) Indicate the extent to which
the registrant's mortgage loans are secured by liens on real estate concentrated in any particular area.
Not applicable.
(e) Indicate, as of the date of the latest balance sheet
filed herewith, the approximate average size of the real estate mortgage loans owned by
the registrant.
Not applicable.
(f) State, as of the date of the latest balance sheet
filed herewith, the carrying value of any real estate acquired as a result of or in connection with foreclosure proceedings or other
disposition of mortgage loans and the basis of computing such value. Indicate the extent to which such real estate is concentrated in any particular area.
Not applicable.
ITEM 10. BORROWING MONEY
(a) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of
the registrant which specifically authorizes or restricts the power of
the registrant to
borrow money.
Not applicable.
(b) Describe the policy of
the registrant with respect to such borrowings.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(c) State, as at the end of each quarter of each of the periods covered by the financial statements
filed herewith, the amount of such borrowings outstanding, and describe to the extent
practicable the reasons for
the registrant's borrowings during the three-year period.
Not applicable.
ITEM 11. PURCHASE AND SALE OF COMMODITIES AND COMMODITY
CONTRACTS
(a) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of registrant which specifically authorizes, or restricts the power of,
the registrant to
engage in the purchase and sale of commodities and commodity
contracts.
Not applicable.
(b) Describe the policy of
the registrant with respect to the purchase and sale of commodities and commodity
contracts.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(c) Indicate the types of commodities and commodity
contracts purchased or sold, during the periods covered by the financial statements
filed herewith and the approximate dollar amounts
of such commodities and commodity
contracts purchased and sold during each such period.
Not applicable.
ITEM 12. LOANS TO OTHER PERSONS
(a) Describe any provision in the charter, other instrument of organization, or
by-laws of
the registrant which specifically authorizes, or restricts the power of,
the registrant to make
loans to other persons.
Not applicable.
(b) Describe the policy of
the registrant with respect to the making of loans to other persons.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(c) Indicate, to the extent practicable, the persons to whom loans were made by
the registrant during each of the last three fiscal years, the amount and life of each such loan, the
amount thereof outstanding as of the date of the latest balance sheet
filed herewith, the rate of interest paid or charged on the loan and the terms of repayment. Indicate the amount of any loss sustained by
the registrant, during each of the last
three fiscal years, the amount of the reserve maintained, and the nature and amount of any collateral held by
the registrant as security.
Not applicable.
13. PORTFOLIO TURNOVER
(a) Summarize briefly any provision in the charter, other instrument of organization or
by-laws of registrant which specifically restricts
the registrant's portfolio turnover.
Not applicable.
(b) Describe the policy of
the registrant with respect to portfolio turnover.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Policies” in the prospectus contained in Registrant's Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time to time.
(c) Furnish the following information with respect to transactions by
the registrant in portfolio securities (exclusive of government securities) for each of the periods covered by the
financial statements
filed herewith.
(1) Aggregate dollar amount of portfolio securities purchased.
(2) Aggregate dollar amount of the proceeds from portfolio securities sold.
(3) The percentage of the dollar amount in (1) represented by the dollar amount in (2).
Not applicable.
(d) Furnish, for the last fiscal year covered by the financial statements
filed herewith, the approximate aggregate brokerage commissions paid by registrant to all brokers for effecting
securities transactions for the account of
the registrant.
Not applicable.
ITEM 14. OTHER FUNDAMENTAL POLICIES
(a) Describe any other policy of
the registrant which it deems a matter of fundamental policy and elects to treat as such pursuant to Sections 8(b)(2) and 13(a)(3) of the Act.
Not applicable.
(b) Describe the practice followed by
the registrant during the last fiscal year covered by the financial statements
filed herewith with respect to each of the matters, if any, described
under (a).
Not applicable.
SECURITIES AUTHORIZED
ITEM 15. FACE-AMOUNT CERTIFICATES
For each series of authorized face-amount certificates of
the registrant furnish the following information:
As of the date of this filing:
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Col. A
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Col. B
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Col. C
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Col. D
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Title of the series
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Face-amount authorized
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Face-amount outstanding
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Gross payments by certificate holders on certificates in default for the maximum period and having no cash surrender value
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In response to this item, Registrant hereby incorporates by reference the disclosure set out under “The Figure Transferable Certificate” and “The Figure Installment Certificate” in the prospectus contained
in Registrant's Form S-1 Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time. As of the date of this filing, Registrant has not issued any of the Certificates described therein. Pursuant
to Section 24(f) of the Act and Rule 24f-2 thereunder, Registrant is seeking to register an indefinite amount of Certificates under the Securities Act of 1933.
ITEM 16. SECURITIES OTHER THAN FACE-AMOUNT CERTIFICATES
Furnish the following information as to each class of authorized securities of
the registrant other than face-amount certificates:
As of the date of this filing:
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Col. A
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Col. B
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Col. C
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Col. D
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Title of issue
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Amount authorized
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Amount outstanding (exclusive of amount held in treasury)
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Amount in treasury
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In response to this item, Registrant hereby incorporates by reference the disclosure set out under “About FCC’s Control Person and Affiliates” in the prospectus contained in Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time.
DESCRIPTION OF SECURITIES
ITEM 17. DESCRIPTION OF FACE-AMOUNT CERTIFICATES
For each series of Face-Amount Certificates of
the registrant set forth under Item 15, furnish the following information:
(a) Title of series and date first issued.
Registrant has not issued any Certificates, pending the effectiveness of its Form S-1 Registration Statement under the Securities Act of 1933 relating thereto.
(b) State (1) the methods and amounts of payments, (2) the number of certificate years to maturity and (3) the provisions for payments after maturity.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “The Figure Transferable Certificate” and “The Figure Installment Certificate” in the prospectus contained
in Registrant’s Form S-1 Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time.
(c) Outline briefly any provision for changing the payment basis and the mechanics by which such change is accomplished. State whether or not any notice on the part of the certificate
holder is required to initiate a change in the payment basis.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “The Figure Transferable Certificate” and “The Figure Installment Certificate” in the prospectus contained
in Registrant’s Form S-1 Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time. The Figure Transferrable Certificates have no surrender charge. The Figure Installment Certificates have a 2%
surrender charge that applies to any principal withdrawn during the first three years.
(d) Describe briefly any provision or procedure with respect to changing the anniversary and maturity dates and the effect thereof.
Not applicable.
(e) Outline briefly the provisions of the certificate with respect to (1) cash surrender and loan values at anniversary dates, between anniversary dates and immediately after a specified
payment, including the basis of computing the surrender charge, and (2) rate of and method of charging interest on loans to certificate holders.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “The Figure Transferable Certificate” and “The Figure Installment Certificate” in the prospectus contained
in Registrant's Form S-1 Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time. The Figure Transferrable Certificates have no surrender charge. The Figure Installment Certificates have a 2%
surrender charge that applies to any principal withdrawn during the first three years.
(f) Outline briefly the lapse, reinstatement “paid-up,” death and disability, transfer and call provisions of the certificate. State whether or not certificate values are improved during
periods of delinquency and describe briefly the provisions for making up payments in default. Indicate the procedure followed in notifying certificate holders that payments are due and, if none, so state.
Not Applicable.
(g) Describe briefly any provision for the making of advance payments by the certificate holder and for the back-dating or pre-dating of certificate payments. Indicate any restriction on
the withdrawal of advance payments and the extent to which interest is credited in the event of such withdrawal. Describe any provision for applying advance payments on the certificate in the event of default.
Not applicable.
(h) Outline briefly any conversion or voting rights and provisions restricting the declaration of dividends. If none, so state.
The Certificates have no conversion or voting rights, nor any right to participate in any dividends that Registrant's Board of Directors may declare in its sole discretion.
(i) Describe briefly any provision for additional credits or participation in profits and state the basis of computation. Indicate any restrictions thereon with respect to particular
classes of certificates.
Not applicable.
(j) Outline briefly provisions for optional settlements and state whether the granting thereof is mandatory.
Not applicable.
(k) Describe briefly contractual, regulatory and statutory provisions and conditions with respect to the maintenance of reserves. Indicate the nature of the reserves maintained and the
assumed improvement rate used in the computation thereof. If the obligation to improve any certificate reserve is dependent upon earnings (other than as stated under (i)), outline briefly the provisions applicable thereto.
Registrant will maintain reserves in compliance with the provisions of Section 28 of the Act.
(l) State the character and ratio of qualified investments or other assets required to be maintained. State whether the governing instruments provide that certificate holders shall have a
lien on such investments or other assets and, if so, describe the kind and priority of such lien.
The character and ratio of qualified investment or other assets required to be maintained will comply with the provisions of Section 28 of the Act.
The Registrant’s governing instruments do not provide that
Certificate holders shall have a lien of such investments or other assets.
(m) State briefly contractual, regulatory and statutory provisions and conditions relating to
the deposit of assets required to be maintained. If the release or release and substitution of assets is permitted, indicate the principal provisions with respect thereto and state
whether any notice is required in connection therewith.
Registrant intends to seek a Commission exemptive order pursuant to Section 28(c) of the Act and, if issued, intends to comply with the requirements of that order in connection with the deposit of
Registrant’s assets required to be maintained. Registrant’s Investment Advisory Agreement with Registrant’s investment adviser provides or, if not yet executed, will provide for and govern the ability of the investment adviser to release and
substitute assets. No notice is required in connection therewith.
(n) Outline briefly provisions for the deferment of any payment or payments to certificate holders.
Not applicable.
(o) Describe briefly any life or other insurance provisions.
Not applicable.
(p) Describe briefly any other material provisions of the certificates.
In response to this item, Registrant hereby incorporates by reference the disclosure set out in the prospectus contained in Registrant's Form S-1 Registration Statement, which is being filed concurrently
herewith, and as Registrant may amend from time to time.
ITEM 18. CAPITAL SHARES
For each class of capital shares of
the registrant set forth under Item 16, furnish the following information:
(a) Title of the class, including the par value per share.
Common stock, par value $0.0001 per share.
(b) A brief outline of (1) dividend rights; (2) limitations in any
indentures, instruments defining the rights of certificate holders or other instruments on the payment of dividends or
sources from which dividends may be declared or paid; (3) voting rights; (4) liquidation rights; (5) preemptive or other subscription rights; (6) conversion rights; (7) redemption provision; (8) liability to further call; and (9) transferability.
As applicable, Registrant hereby incorporates by reference its
Bylaws filed, or will be filed, as Exhibit 3(b) to Registrant's Form S-1 Registration Statement filed concurrently herewith, and as Registrant
may amend from time to time.
(c) If any limitation on the declaration or payment of dividends on any class of shares has
been imposed by any governmental regulatory body and is currently in effect, briefly describe the nature and grounds of such limitation.
Not applicable, except to the extent Registrant, as a face-amount certificate company, is subject to the requirements of Section 28(h) of the Act.
(d) Submit a schedule indicating for a period of three fiscal years; (2) the dividends paid per share; (2) the methods of payment, i.e., whether in cash, stock or otherwise; (3) the name
of each account charged and the dollar amount per share at which such dividend was charged to each such account.
Not applicable.
ITEM 19. OTHER SECURITIES
Give the title of each class of securities of
the registrant set forth under Item 16, other than capital shares, and outline briefly the rights evidenced thereby.
Not applicable.
SECURITIES SOLD AND RELATED INFORMATION
ITEM 20. RECENT SALES OF UNREGISTERED SECURITIES
Furnish the following information as to all securities of
the registrant sold by
the registrant within the past three years which were not registered under the Securities Act of 1933.
(a) Date of sale and title and amount of securities sold.
(b) As to any securities sold privately, give the name of the persons to whom sold (or if that be impracticable, give the approximate number of such persons). As to any securities sold
publicly, give the names of the principal underwriters, if any.
(c) As to securities sold for cash, state the aggregate offering price to the public and the aggregate underwriting discounts or commissions. As to any securities sold otherwise than for
cash, state the nature of the transaction and the nature and aggregate amount of consideration received by
the registrant.
(d) Indicate the section of the Act or the rule of the Commission under which exemption from registration was claimed and state briefly the facts relied upon to make the exemption
available.
In response to paragraphs (a) through (c) of this item, Registrant hereby incorporates by reference the disclosure set out under “About FCC’s Control Person and Affiliates” in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed concurrently herewith, and as Registrant may amend from time to time. In response to paragraph
(d) of this item, Registrant claimed the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, because the issuance of common stock to its parent, Figure Technologies,
Inc., did not involve a public offering of securities.
ITEM 21. STATISTICAL HISTORY OF FACE-AMOUNT CERTIFICATES
Furnish the following information as to all face-amount certificates of the installment type sold or otherwise issued during the past three fiscal years.
From...................to...................
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Col. A
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Col. B
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Col. C
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Col. D
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Col. E
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Col. F
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Col. G
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Col. H
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Fiscal year of
sale
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Fiscal year for
which
information in
succeeding
columns is
reported
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Face amount
of certificates
sold
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Face amount
of certificates
included in
Col. C
terminated
other than by
maturity or
call
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Aggregate
payments by
certificate
holders on
certificates
included in
Col. D from
date of
issuance to
date of
termination
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Aggregate
amounts paid
to certificate
holders upon
termination of
certificates
included in
Col. D
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Face amount
of certificates
included in
Col. C in
default for
maximum
period and
having no
cash surrender
value at close
of fiscal year
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Aggregate
payment by
certificate
holders on
certificates
included in
Col. G from
date of
issuance to
close of fiscal
year
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First
Fiscal
Year
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First Fiscal
Year
Second Fiscal
Year
Third Fiscal
Year
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xxxx
xxxx
xxxx
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Total
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xxxx
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xxxx
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xxxx
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xxxx
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Second
Fiscal
Year
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Second Fiscal
Year
Third
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xxxx
xxxx
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Fiscal
Year
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Total
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xxxx
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xxxx
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xxxx
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xxxx
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Third Fiscal
Year
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Third Fiscal
Year
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xxxx
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Grand Total
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xxxx
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Not applicable.
ITEM 22. DISTRIBUTION SPREAD AND YIELD
For each series of face-amount certificates of the installment type outstanding as of the date of the latest balance sheet
filed herewith, and assuming the certificate holder is not
delinquent in making installment payments, furnish the following information:
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Annually
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Semi-annually
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Quarterly
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Monthly
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Installment payment
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Gross payments to maturity
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Gross sales load
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Maturity value
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Yield to maturity (interest compounded annually)
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Certificate year in which cash surrender value
equals amounts paid in by certificate holder
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Not applicable.
ITEM 23. TABLE OF PAYMENTS, SURRENDER VALUES, ETC.
For each series of face-amount certificates of the installment type referred to in Item 22 furnish the following information for each certificate year:
(a) Certificate year
(b) Gross payment
(c) Accumulated gross payments
(d) Call value
(e) Load
(f) Amount of payment credited to reserve
(g) Annual accretion
(h) Total reserve at end of certificate year
(i) Surrender charge
(j) Cash surrender value
Not applicable.
DISTRIBUTION OF SECURITIES
ITEM 24. GEOGRAPHICAL DISTRIBUTION AND STATE DEPOSITS
(a) Furnish the names of the states in which sales of
the registrant's securities (1) are currently being made, (2) are presently proposed to be made, and (3) have been discontinued,
indicating by appropriate symbols the status with respect to each state. Designate by a separate symbol those states in which
the registrant is required to maintain assets on deposit in respect of its liabilities under certificates issued to or held
by residents of such states.
(1) None
(2) Registrant intends to offer its Certificates for sale in all states and territories of the United States.
(3) None.
(b) For each state in which
the registrant is required to maintain assets on deposit in respect of its liabilities under certificates issued to or held by residents of such state,
indicate the general requirements of the governing statute, order, regulation, requirement or deposit agreement and identify the depositary. State briefly the basis of determining the amount of the required deposit and indicate whether it is less
than, equal to, or greater than the cash surrender value. If the assets on deposit, other than
cash, do not consist of "qualified investments" as defined in Section 28(b) of the Act, so state and indicate briefly the nature of such assets.
Not applicable.
(c) If
the registrant has more than one series of face-amount certificates outstanding, designate any state reported under (b) in which the assets on deposit are segregated as to series.
If none, so state.
None.
ITEM 25. RESTRICTION OF AUTHORITY TO DISTRIBUTE SECURITIES
Furnish the following information with respect to each instance where, during the past three years, any federal or state governmental officer, agency or regulatory body denied, revoked,
suspended or otherwise restricted authority to distribute securities of
the registrant, excluding denials which were merely a procedural step prior to any determination by such officer, etc., and which denial was subsequently rescinded.
(a) Name of officer, agency or body.
(b) Date of denial, revocation, suspension or other restriction.
(c) Brief statement of the reasons given for the action taken.
Not applicable.
(a) Furnish a general description of the method of distribution of securities of
the registrant and state the name and address of each principal underwriter currently offering securities
of
the registrant.
Registrant intends to offer its face-amount certificates through its directors, officers, and employees in reliance on Exchange Act Rule 3a4-1, as well as through broker-dealers registered as such with the
SEC. It does not currently intend to utilize any principal underwriter to distribute its certificates.
(b) Outline briefly the material provisions of any current selling agreement between each principal underwriter and
the registrant and, if not included therein the amount and method of
determining all underwriting discounts and commissions. Identify each principal underwriter affiliated with
the registrant and state the nature of the affiliation.
(c) Describe briefly any liability assumed by a principal underwriter other than that ordinarily attaching to the relationship of underwriter and issuer.
Not applicable. See Registrant's response to paragraph (a) of this item, above.
(d) State the substance of any current agreements or arrangements of each principal underwriter with dealers, managers, salesmen, etc., with respect to commissions and overriding
commissions, territories, franchises, qualifications and revocations.
ITEM 27. GENERAL INFORMATION REGARDING PRINCIPAL UNDERWRITERS
(a) Describe briefly the general character of the business engaged in by each principal
underwriter currently distributing securities of
the registrant, including a statement as to any materially important business other than the distribution of securities of
the registrant.
If a principal underwriter acts, or has acted within the past five years, in any capacity with respect to any investment company or companies other than
the registrant, state the name or names of such company or companies, their relationship, if any,
to
the registrant and the nature of such activities. If a principal underwriter has ceased to act in such named capacity, state the date of and the circumstances surrounding such cessation.
(b) State whether or not any principal underwriter currently distributing securities of
the registrant is a member of the National Association of Securities Dealers, Inc.
(c) Furnish as at the latest practicable date the address of each regional or principal branch office of each principal underwriter currently distributing securities of
the registrant,
the territory covered by such office, and the name and residence address of the person in charge of such office.
(d) State the number of individual salesmen of each principal underwriter through whom any of the securities of
the registrant were distributed for the last fiscal year of
the registrant
and furnish the aggregate amount of compensation received by such salesmen in such year.
ITEM 28. COMPENSATION OF PRINCIPAL UNDERWRITERS
Furnish the following information with respect to all fees, etc., received, directly or indirectly, by each principal underwriter of
the registrant from the sale of securities of the
registrant and any other functions exercised by such underwriter with respect to
the registrant, during each of the last three fiscal years of
the registrant.
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Name of Principal Underwriter
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A
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B
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C
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D
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E
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F
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G
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H
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I
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Year
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Amount of sales load
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Amount of collection fees
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Amount of management or investment
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Amount of brokerage commissions
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Amount of fees received on sale
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Amount of fees received for
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Amount of other fees,
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Aggregate amount of load,
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received
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received
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advisory fees received (excluding mortgage loan portfolio)
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received
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or purchase of mortgages
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servicing and supervising mortgage loan portfolio
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etc., received (specify)
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fees, etc. received
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INVESTMENT ADVISER, DEPOSITARY AND OTHERS
ITEM 29. INVESTMENT ADVISERS AND AGREEMENTS THEREWITH
(a) Outline briefly the material provisions of any investment advisory agreement currently in effect between each investment adviser and
the registrant, and, if not included therein the
basis upon which the investment adviser is compensated.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Investment Management” in the prospectus contained in Registrant’s Form S-1 Registration Statement, which
is being filed concurrently herewith, and as Registrant may amend from time to time.
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Name of investment Adviser
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Amount of aggregate compensation
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By whom compensation paid
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Not applicable.
(c) If any material change has been made in the basis of computing the compensation to any investment adviser during the period covered by the financial statements
filed herewith,
indicate briefly the effect thereof.
Not applicable.
ITEM 30. PURCHASE AND SERVICING OF MORTGAGE LOANS
(a) Outline briefly the material provisions of any agreement currently in effect for the purchase, sale or servicing of mortgage loans for
the registrant, including the basis or bases of
compensation.
Not applicable.
(b) Furnish the following information with respect to the amount of compensation paid to any person for the purchase, sale or servicing of mortgage loans during
the registrant’s most
recently ended fiscal year where such compensation exceeded 10% of the aggregate compensation paid by
the registrant for such services during that period. State also the aggregate amount paid to all persons for such services during such period.
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Name and address of recipient
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Amount of fees received on purchase or sale of mortgage loans
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Amount of fees received for servicing and supervising mortgage loan portfolio
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Not applicable.
ITEM 31. DEPOSITARIES
Furnish the following information as to each depositary of
the registrant:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the depositary was organized.
(d) Name of governmental supervising or examining authority.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under "Custodian" in the prospectus contained in Registrant’s Form S-1 Registration Statement, which is being
filed concurrently herewith, and as Registrant may amend from time to time.
ITEM 32. DEPOSIT AGREEMENTS
(a) State the basis for payment of fees or expenses of the depositary for services rendered with respect to
the registrant and its securities and the aggregate amount thereof for the last
fiscal year. If any fees or expenses are prepaid, state the unearned amount.
(b) State whether the depositary, or any other person, has or may create a lien on the assets of
the registrant, and, if so, give full particulars, outlining the substance of the
provisions of any
indenture or agreement with respect thereto.
In response to this item, Registrant hereby incorporates by reference the Custody Agreement filed, or that will be filed, as Exhibit 10(c) to Registrant’s Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend from time to time.
(c) If
the registrant has more than one series of face-amount certificates outstanding, state whether the assets held by the depositary are segregated as to series.
Not applicable.
(d) Describe briefly the provisions of the deposit agreement with respect to the following:
(1) Amendments to the agreement.
(2) The extension or termination of the agreement.
(3) The submission of reports and certificates to the depositary as to the reserve requirements and valuation of assets in connection with the maintenance of assets, including the
frequency thereof and the persons certifying. Furnish similar information with respect to the deposit and withdrawal of assets.
(4) Limitations on the liability of the depositary.
(5) The removal or resignation of the depositary or the failure of the depositary to perform its duties, obligations and functions.
(6) The appointment of a successor depositary.
In response to paragraphs (a) through (d) of this item, Registrant hereby incorporates the Custody Agreement filed, or that will be filed, as Exhibit 10(c) to Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend from time to time.
ITEM 33. INSURANCE OF HOLDERS OF FACE-AMOUNT CERTIFICATES
Furnish the following with respect to insurance of holders of face-amount certificates of
the registrant:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the proceeds of policies must be put.
(f) The terms and method of cancellation and of reinstatement.
(g) The method of determining the amount of premiums to be paid by holders of certificates and the method provided for payment thereof.
(h) The amount of aggregate premiums paid to the insurance company during the last fiscal year.
(i) State whether any person other than the insurance company receives any part of such premiums, the name of each such person and the amounts involved, and the nature of the services
rendered therefor.
(j) The substance of any other material provisions of any agreement of
the registrant relating to insurance of holders of face-amount certificates issued by
the registrant.
Items 32(a) through (j) are not applicable.
MANAGEMENT PERSONNEL, COMPENSATION AND SECURITY HOLDERS
ITEM 34. DIRECTORS, OFFICERS AND ADVISORY BOARD MEMBERS
(a) List the names and complete mailing addresses of all directors, executive officers and advisory board members of
the registrant and indicate all positions and offices held by each
person named.
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Name
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Complete mailing address
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Office
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| |
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In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Directors and Officers” in the prospectus contained in Registrant's Form S-1 Registration Statement, which
is being filed concurrently herewith, and as Registrant may amend from time to time.
(b) Describe briefly the business experience during the past five years of each person named under paragraph (a). Include the present principal occupation or employment of each such
person, if other than with
the registrant, and the name and character of the business of the corporation or other organization, if any, in which such occupation or employment is carried on.
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Directors and Officers” in the prospectus contained in Registrant's Form S-1 Registration Statement, which
is being filed concurrently herewith, and as Registrant may amend from time to time.
ITEM 35. INDEMNIFICATION OF DIRECTORS, OFFICERS, INVESTMENT ADVISERS AND PRINCIPAL UNDERWRITERS
Describe any arrangement under which any director, officer, investment adviser or principal underwriter of
the registrant is insured or indemnified in any manner against any liability
which he may incur in his or its capacity as director, officer, investment adviser or principal underwriter.
In response to this item, Registrant hereby incorporates by reference its response to Item 14 of its Form S-1 Registration Statement, which is being filed concurrently herewith, and as Registrant may amend
from time to time.
ITEM 36. COMPENSATION OF DIRECTORS AND OFFICERS
(a) Furnish the following information, in substantially the tabular form indicated, as to the aggregate compensation directly or indirectly paid or set aside by
the registrant and its
subsidiaries to, or for the benefit of, the following persons for services in all capacities while acting as directors or officers of
the registrant during its last fiscal year:
(1) Each person who was a director or member of the advisory board of
the registrant at any time during such fiscal year and whose aggregate compensation, exclusive of pension, retirement
and similar payments, exceeded $25,000.
(2) Each person who was of the three highest-paid officers of
the registrant during such fiscal year and whose aggregate compensation, exclusive of pension, retirement, and similar
payments, exceeded $25,000.
(3) All persons, as a group, who were directors, advisory board members or officers of
the registrant at any time during such fiscal year.
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(A)
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(B)
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(C)
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(D)
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(E)
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Name of individual or identity of group
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Capacities in which compensation was received
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Fees, salaries, and commissions
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Bonuses and shares in profits
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Pension, retirement and similar payments
|
| |
|
|
|
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Not applicable.
(b) State the annual benefits estimated to be payable in the event of retirement at normal retirement date to each individual named in answer to paragraph (a)(1) or (2), pursuant to any
pension or retirement plan.
Not applicable.
(c) Describe all transactions since the beginning of the last fiscal year of
the registrant in which any person who was a director, advisory board member or officer of
the registrant at
any time during such period received compensation, directly or indirectly, from the
registrant or its
subsidiaries in the form of securities, options, warrants, rights, or other property, or through the exercise or disposition thereof. As to options, warrants or rights
granted or extended give (1) the title and amount of securities called for; (2) the prices, expiration dates, and other material provisions; (3) the consideration received for the granting thereof; and (4) the market value of the securities called
for on the granting or extension date. As to options, warrants or rights exercised, state (1) the title and amount of securities purchased; (2) the purchase price; and (3) the market value of the securities
purchased on the date of purchase.
Not applicable.
ITEM 37. COMPENSATION OF CERTAIN EMPLOYEES
Furnish the following information with respect to the remuneration for services paid, directly or indirectly, by
the registrant during its last fiscal year to the foll owing classes of
persons (exclusive of those persons covered by Item 38): (1) Sales managers, branch managers, district managers and other persons supervising the sale of securities; (2) Salesmen, sales agents, canvassers and other persons making solicitations but
not in a
supervisory capacity; (3) Economists, statisticians and research personnel; (4) Administrative and clerical employees; and (5) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
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Class of persons
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Number in class
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Aggregate compensation
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| |
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Not applicable.
ITEM 38. COMPENSATION TO OTHER PERSONS
Furnish the following information with respect to the aggregate compensation for services in whatever capacity paid, directly or indirectly, by
the registrant and any of its
subsidiaries
to any person, (exclusive of directors, advisory board members, officers or employees of
the registrant or its
subsidiaries) whose aggregate compensation from
the registrant and its
subsidiaries exceeded $25,000 during the last fiscal year of the
registrant.
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Name of Person
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Capacity in which Compensation was Received
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Name of each Company paying Compensation
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Amount of Compensation paid by each such Company
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|
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Not applicable.
ITEM 39. SECURITIES OWNED BY AFFILIATED PERSONS
Furnish the following information, in substantially the tabular form indicated, as to all
securities of
the registrant owned as of a specified date within 90 days prior to the date of filing by each affiliated person of
the registrant.
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(1)
Name and address
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(2)
Title of Class
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(3)
Type of Ownership
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(4)
Amount Owned
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(5)
Percent of Class
|
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Figure Technologies, Inc.
650 California Street, Suite 2700
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Common
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Record and beneficial
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$250,000
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100%
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ITEM 40. OPTIONS, WARRANTS, AND RIGHTS
Furnish the following information as to any options, warrants or rights outstanding or presently to be granted to purchase securities of
the registrant or any of its
subsidiaries from the
registrant or any of its
subsidiaries--
(a) The title and amount of securities called for by the options, warrants, or rights.
(b) A brief outline of the prices, expiration dates, and other material conditions on which the options, warrants, or rights may be exercised.
(c) The amount called for by the options, warrants or rights held or to be held by each affiliated person of
the registrant.
(d) The name and address of each person who holds or is to hold options, warrants, or rights calling for 5 percent or more of the amount called for by each class of such options,
warrants, or rights and the amount called for by the options, warrants, or rights held by each such person.
(e) For each class of options, warrants, or rights granted within two years, the consideration received for the granting thereof.
Items 40(a) through (e) are not applicable.
ITEM 41. INTEREST OF AFFILIATED PERSONS IN CERTAIN TRANSACTIONS
(a) Describe briefly any material interest, direct or indirect, of any affiliated person in any material transactions during the last three years, or in any material proposed
transactions, to which
the registrant or any of its
subsidiaries and any one or more of such persons were or are to be parties.
Not applicable.
(b) If any such transaction involved or is to involve the purchase or sale of property by or to
the registrant or any of its
subsidiaries, otherwise than in the ordinary course of
business, state the cost of the property to the purchaser and the cost thereof to the seller if acquired by the seller within two years prior to the transaction.
Not applicable.
ITEM 42. PENDING LEGAL PROCEEDINGS
Briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which
the registrant or any of its
subsidiaries is a party
or of which any of their property is the subject. Include the name of the court in which the proceedings were instituted, the date instituted and the principal parties thereto. Include similar information as to any such proceedings known to be
contemplated by governmental authorities.
Not applicable.
ITEM 43. FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of the registration statement.
(a) Financial statements
In response to this item, Registrant hereby incorporates by reference the disclosure set out under “Financial Statements” in the prospectus contained in Registrant's Form S-1 Registration Statement, which
is being filed concurrently herewith, and as Registrant may amend from time to time.
(b) Exhibits.
|
10. |
Custody Agreement, incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as Registrant may amend from time to time. |
|
11. |
Investment Advisory Agreement between the Registrant and Figure Investment Advisors LLC, incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as
Registrant may amend from time to time. |
|
17. |
(a) Gas Fee Service Provider Agreement, incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as Registrant may amend from time to time. |
(b) Administration Agreement,
incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as Registrant may amend from time to time.
(c) Transfer Agency Agreement,
incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as Registrant may amend from time to time.
(d) AML/KYC Service Provider Agreement,
incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as Registrant may amend from time to
time.
(e) Accounting Agreement,
incorporated by reference to Exhibit [_] to Registrant's Form S-1 Registration statement, to be filed, and as Registrant may amend from time to time.
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940,
the registrant, Figure Certificate Company, a corporation organized and existing under the laws of Delaware, has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Francisco and State of California, on the 24
th day of October, 2023.
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FIGURE CERTIFICATE COMPANY
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(Registrant)
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CEO
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General Counsel
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