FIGX Capital Acquisition Corp.

This filing establishes the precise initial trust balance of $150,650,000 and definitively sets the redemption expiration at 24 months from closing, providing a hard deadline for redemption calendar tracking. By explicitly stating the company has not selected a target and has not engaged in substantive discussions, it confirms the trust capital remains entirely undeployed and protected until a business combination agreement is signed or the window expires. The breakdown of sponsor contributions, deferred underwriter discounts, administrative fee obligations, and convertible working capital loan provisions gives investors exact parameters for pre-deal burn rate and post-merger sponsor equity dilution (founder shares converting to represent 20.5% of outstanding shares absent redemptions) before any acquisition activity begins.

This filing establishes the initial trust value per share, the redemption mechanics, and the timeline for the SPAC. No business combination target has been identified. Sponsor and insider shares are subject to lock-up agreements. The trust per share is $10.00, and the deadline is June 30, 2027. The deferred underwriting commission of $6,419,000 is held in trust.

The prospectus establishes the trust value ($10.39 per share based on the $10.00 offering price plus interest, though the trust initially is $10.00 per unit), redemption mechanics, deadline, and sponsor economics. The sponsor’s nominal cost ($0.006/share) creates a significant incentive to complete any deal, and the 15% redemption cap limits shareholder exit. The document confirms the SPAC is searching in the financial industry group sector and provides extensive risk disclosures.

Beyond structural mechanics, the registrant defines the public offering parameters: the sale of up to 15,065,000 units (inclusive of a 1,965,000-unit 45-day over-allotment option granted to Cantor) priced at US$10 per unit, each comprising one Class A ordinary share and one-half of one redeemable warrant exercisable at US$11.50 per share. According to the company's disclosures, executive leadership comprises Chief Executive Officer Louis Gerken, Principal Financial and Accounting Officer Mike Rollins, and Vice Chairman of the Board Jide James Zeitlin, alongside director nominees Dr. Russell Read, Real Desrochers, and Pierre Sauvagnat. The filing notes that Cayman Islands law places no statutory limits on indemnification provisions barring actual fraud, willful default, or willful neglect, while acknowledging that SEC policy renders securities act indemnification unenforceable. The company maintains its classification as a smaller reporting company and emerging growth company, appointing Continental Stock Transfer & Trust Company as the warrant and transfer agent, and engaging Ellenoff Grossman & Schole LLP and King & Spalding LLP as U.S. legal counsel.

The filing mechanically completes the statutory prerequisites for IPO effectiveness by attaching finalized Cayman Islands governance documents, dual-jurisdiction counsel validation of the unit and warrant instruments, and audit committee consent. The explicitly codified 24-month liquidation window and the 80-percent initial business combination threshold establish the hard redemption timeline and deal-acquisition quality filter for public shareholders ahead of the externally noted June 30, 2027 expiration. Reiteration of the $25,000 founder capitalization, the anti-dilution forfeiture ceiling of 491,250 shares, and the $4,434,700 simultaneous private placement reinforces sponsor alignment without adjusting trust account mechanics or redemption pricing formulas. No target pipeline disclosures, revised financial projections, customer revenue claims, or material litigation updates are presented.

The filing provides the operative terms for the IPO, including the trust structure, redemption mechanics, and extension provisions. It details substantial conflicts of interest, dilution to public shareholders from sponsor's nominal cost, and the sponsor's financial incentives. The focus on the FIG sector (financial industry group) is disclosed, but no target is selected. The document is essential for investors evaluating redemption deadlines, sponsor conduct, and the timeline for a business combination.

This is the first public disclosure of the SPAC's terms. Investors can evaluate the offering structure, trust per share ($10.00), deadline (24 months), target focus (FIG sector), management team experience, and potential conflicts. The filing details redemption rights, warrant terms, dilution from founder shares, and risk factors. The low cost basis of founder shares ($0.006) creates potential dilution and misaligned incentives. The non-managing sponsor investors add complexity. The financial statements show a going concern note. The filing is material for anyone considering investing in the IPO or tracking the SPAC's progress.

This correspondence confirms FIGX remains in the SEARCHING phase while refining regulatory disclosures ahead of a potential public market entry, with no alterations to existing trust balances, redemption windows, or extension timelines documented in the submission. The explicit acknowledgment by the Company that the sponsor retains unfettered discretion to transfer founder shares and exit leadership prior to a business combination materially alters the risk profile for investors monitoring management stability and capital alignment. Additionally, the prospectus revision warning of potential dilution upon offering size adjustments signals that capital structure flexibility is being formally mapped out for shareholder review. Because the document contains only drafting adjustments rather than transaction announcements, target metrics, or partnership specifics, investors should treat the disclosed sponsor departure mechanism and dilution framework as prospective prospectus warnings while awaiting subsequent filings for actual deal progress or strategic initiatives.

Staff comments suspend S-1 effectiveness until amendments satisfy inquiries, extending the timeline for capital formation, business combination execution, and subsequent shareholder redemption windows. Highlighting the sponsor’s unilateral pre-combination exit capability introduces near-term governance risk for capital-at-risk holders evaluating sponsor alignment during the search phase. Demands around advisor compensation structures and board competency metrics indicate the SEC expects tighter conflict-of-interest and leadership transparency, which directly informs institutional allocation decisions and retail redemption behavior ahead of any de-SPAC proxy.

This filing establishes the initial trust value ($10.00 per share), the 24-month deadline (likely expiring mid-2027), and the sponsor's low-cost founder shares (creating dilution risk). It also discloses that no target has been selected, that the sponsor has agreed to vote in favor of any business combination, and that the sponsor and Cantor are buying private placement units. Investors can now evaluate the SPAC's terms, management team, and potential conflicts.

What changed: A Schedule 13G — a routine U.S. Securities and Exchange Commission compliance exhibit requiring disclosure of beneficial ownership exceeding five percent of a public company's outstanding securities. The submitted filing excerpt identifies only the form type, the submission date (2026-02-13), the internal record number ([0001905106-26-000040]), and the reporting holder (Meteora Capital, LLC). Because the excerpt omits all mandatory numerical fields (aggregate shares beneficially owned, percentage of the class, acquisition date, and sole or shared voting/investment power allocations), the document provides no verifiable update to SPAC mechanics. It confirms no changes to the stated $10.39 per-share trust balance, the 2027-06-30 search deadline, redemption price parameters, extension authorization conditions, deal combination timelines, or any shifts in sponsor conduct or target evaluation activity. Why it matters: SEC regulations mandate a Schedule 13G when an investor's cumulative position crosses the five percent ownership threshold. For a search-phase SPAC like FIGX Capital Acquisition Corp., monitoring institutional accumulation or distribution helps investors forecast whether outside capital may support or challenge future amendment proposals, liquidity timing, or shareholder votes. The filing excerpt contains no substantive claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel attributable to the issuer, management, or the reporting holder. Without the complete attached exhibit revealing the exact share quantity, purpose of acquisition, and investment intent declaration, the tactical implication for redemption windows or potential business combinations cannot be assessed. Investors should retrieve the full EDGAR attachment to determine whether the stake reflects passive indexing, active governance positioning, or preparatory accumulation ahead of a formal target announcement.

What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically disclosing Item 5.02 information regarding the departure of a director, the election of a new director, and associated contractual arrangements. According to the Company, Dr. Russel Read notified the Board of his resignation from the Board, Audit Committee, and Compensation Committee effective November 12, 2025, with the registrant asserting the departure occurred for no reason relating to operations, policies, or practices. The Board subsequently appointed Marc Holtzman, a pre-existing senior advisor, as a Class II Director, Audit Committee member, and Chair of the Compensation Committee effective November 17, 2025. Pursuant to his appointment, Mr. Holtzman executed a joinder to a letter agreement dated June 26, 2025, among the Company, its officers, directors, and Sponsor FIGX Acquisition Partners LLC, wherein he contractually agreed to waive certain redemption rights and to vote any Company ordinary shares he holds in favor of an initial business combination. The filing maintains the existing trust structure and June 30, 2027 termination deadline without amendment, while explicitly listing Class A ordinary shares with a par value of $0.0001 and redeemable warrants each exercisable for one ordinary share at an exercise price of $11.50. Why it matters: This filing directly modifies the governance structure and redemption mechanics during the SEARCHING phase. By securing a new director's contractual waiver of redemption rights and binding commitment to vote for an initial business combination, the Sponsor has effectively insulated that voting block from shareholder exit pressure, thereby stabilizing projected trust value allocation for future acquisition targets. The Company characterizes Mr. Holtzman as qualified based on his domestic and international senior management track record across listed and private entities focused on the FIG (Frontier, Growth, and Opportunity) sectors. The registrant cites his tenure as a board member of TTEC Holdings Inc., advisor to the Rwanda Capital Markets Authority and Zimbabwe Sovereign Wealth Fund, former chairman of CBZ Holdings Limited, Astana Financial Services Authority, and BK Group, executive officer at KazKommerts Bank, vice chair at Barclays Capital and ABN AMRO Bank N.V., president of the University of Denver, and secretary of technology for the State of Colorado. The Company confirms zero family relationships between Mr. Holtzman and current executives, discloses no material related-party transactions under Regulation S-K Item 404(a), and provides no data on customers, revenue, market size, proprietary technology, commercial partnerships, or ongoing litigation. Chief Executive Officer Louis Gerken attests to the accuracy of the submission.

What changed: SEC Form 3 – Initial Statement of Beneficial Ownership filed by Director Marc Holtzman for FIGX Capital Acquisition Corp., reporting no non-derivative transactions or holdings. The filing introduces no alterations to the SPAC’s structural timelines or capital mechanics. The stated redemption deadline remains 2027-06-30, the trust/share balance holds at $10.39, and the corporate status remains SEARCHING. No director equity movement or derivative exercise is recorded as of 2025-11-18. Why it matters: Form 3 filings serve as the regulatory baseline for insider equity positions. By stating that no non-derivative transactions or holdings are reported, Director Holtzman has formally disclosed a zero-share position in the SPAC as of the filing date. For investors tracking sponsor conduct and alignment during an active business combination search, this establishes that the named director currently holds no common stock, warrants, or options. While this does not modify the $10.39 trust reserve, extend the redemption window, or signal deal progression, it provides a definitive anchor point for future monitoring of director ownership accumulation relative to shareholder liquidity events.

What changed: SEC Schedule 13G/A beneficial ownership reporting statement. The filing identifies only the reporting entity and the target issuer. It discloses no alterations to redemption mechanics, trust account valuation, deadline timelines, extension discussions, deal progress, or sponsor conduct. The filing makes no substantive operational or financial claims; therefore, no attribution applies. Why it matters: It functions as a standard compliance disclosure confirming ongoing regulatory reporting duties rather than conveying actionable investment signals regarding the search phase, potential targets, or shareholder exit windows.

What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025, filed by FIGX Capital Acquisition Corp., a blank-check company (SPAC) that completed its IPO on June 30, 2025, and is searching for a business combination target in the financial services industry. Trust account balance increased from $150,650,000 at IPO to $152,246,061 as of September 30, 2025, due to $1,596,061 in interest income, raising the per-public-share redemption value to $10.10. The company reported net income of $1,436,792 for the three months ended September 30, 2025, primarily from interest. No business combination has been announced. The company has $1,023,157 in cash outside trust and working capital of $978,531. No changes to the 24-month deadline (June 30, 2027) or sponsor conduct provisions. Why it matters: The filing confirms the trust account is fully funded with a slight premium over the IPO price, providing a baseline for potential redemptions. The deadline remains June 30, 2027, with no extension yet. The company is still in the search phase, with no target identified. The financials are routine for a newly formed SPAC, with no material developments affecting the likelihood of a transaction.

What changed: Form 8-K current report and accompanying press release dated August 13, 2025. According to the press release filed with this report, commencing August 18, 2025, holders of the Company’s IPO units may elect to separately trade the Class A ordinary shares and warrants under Nasdaq symbols “FIGX” and “FIGXW,” respectively, while unseparated units continue trading under “FIGXU.” No fractional warrants will be issued. Each whole warrant retains a $11.50 exercise price to purchase one Class A ordinary share carrying a $0.0001 par value. This administrative step does not alter the stated June 30, 2027 liquidation deadline or the reported $10.39 trust value per share. Investors must direct their brokers to contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, to execute the separations. Why it matters: The filing confirms the Company remains in its pre-combination execution phase while enabling independent secondary-market pricing for equity versus warrants. Beyond mechanics, the press release states that the Company currently intends to concentrate its efforts in identifying businesses in the financial industry group (FIG Sector), with an initial focus on private wealth/asset managers positioned to become integrated multi-asset fund managers with diversified distribution channels and global market presence, as outlined by the registrant. Chief Executive Officer Louis Gerken signed the report.

What changed: Routine compliance exhibit: a Schedule 13G beneficial ownership report identifying Meteora Capital, LLC as the reporting entity. The provided filing text reports no amendments to redemption deadlines, trust share valuations, extension proposals, target search progress, or sponsor conduct. Why it matters: Because the excerpt contains no numerical data, share quantities, or operational narrative, it discloses no new claims regarding customer metrics, revenue streams, addressable markets, corporate strategy, technological developments, commercial partnerships, legal proceedings, or executive appointments that would impact SPAC valuation or timeline decisions.

What changed: Quarterly report (Form 10-Q) for FIGX Capital Acquisition Corp. for the period ended June 30, 2025 — the SPAC's first periodic report after its June 30, 2025 IPO. Trust account holds $150.65 million ($10.00 per share) in cash; no target identified or substantive discussions begun; 24-month deadline to June 30, 2027; sponsor funded $300,000 promissory note and $1.5 million working capital line available; 443,470 private placement units sold to sponsor and Cantor at $10/unit; share-based compensation of $164,499 recognized; net loss of $279,156 since inception. Why it matters: Establishes baseline trust value and per-share redemption floor; confirms sponsor financial support, no deal progress, no extension yet; deadline is 24 months from IPO (June 30, 2027); investors can monitor trust erosion and extension votes.

What changed: Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. First quarterly report since inception (Feb 20, 2025). No trust account existed at quarter end; IPO closed on June 30, 2025, subsequent to the reporting period, funding the trust at $10.00 per share. No target has been selected and no substantive discussions have occurred. The company remains in searching phase with a deadline of June 30, 2027. Sponsor received founder shares at $0.006 per share; standard lock-up and redemption waiver provisions are in place. Why it matters: Establishes baseline financials and confirms the SPAC's early-stage status. The trust was funded after quarter end at $10.00 per unit, and the company has not yet initiated deal discussions. No material changes to the redemption timeline or sponsor conduct. Investors gain no new actionable information regarding a potential business combination.

What changed: Schedule 13G beneficial ownership report. The filing, attributed to Picton Mahoney Asset Management, confirms institutional beneficial ownership status but omits share counts, acquisition dates, and purpose statements in the provided excerpt. It registers no modification to redemption deadlines, per-share trust value, extension voting mechanics, deal progress metrics, or sponsor conduct parameters. Why it matters: This routine compliance exhibit serves as a standard periodic ownership acknowledgment without triggering shareholder actions or altering SPAC operational trajectories. It contains no substantive assertions regarding revenue generation, customer concentrations, market capacity assessments, strategic pivots, proprietary technology, joint ventures, legal disputes, or leadership transitions.