1、2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm1/268S-1 1 ea0235996-02.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 20,2025.Registrati

2、on No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_FIGX Capital Acquisition Corp.(Exact name of registrant as specified in its charter)_Cayman Islands 6770 N/A(State or otherjurisdiction ofincorporation ororgani

3、zation)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)428 Greenwood Beach RoadTiburon,CA 94920(415)383-1464(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_Louis GerkenChief Executive Officer428 Greenwood Beach RoadTib

4、uron,CA 94920(415)383-1464(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofagentforservice)_Copies to:BarryI.GrossmanLijia SanchezEllenoff Grossman&Schole LLP1345 Avenue of the Americas,11thFloorNewYork,NewYork 10105(212)370-1300 Kevin ManzKing&Spalding LLP1185 Avenue of the Ame

5、ricas,34th FloorNewYork,NY10036(212)556-2100_Approximate date of commencement of proposed sale to the public:As soon as practicable after the effectivedate of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant

6、 to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective re

7、gistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this For

8、m is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is a large accelera

9、ted filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2 of the ExchangeAct.Large accelerated filer Accelerate

10、d filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section

11、7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafterbecome effective

12、 in accordance with Section8(a)of the Securities Actof1933,asamended,or until the Registration Statement shall become effective on such date asthe Securities and Exchange Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/00012139002504614

13、4/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm2/268Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commi

14、ssion is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDMAY20,2025$131,000,000FIGX Capital Acquisition Corp.13,100,0

15、00Units_FIGX Capital Acquisition Corp.is a blank check company incorporated as a CaymanIslands exempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more businesses,whic

16、h we refer tothroughout this prospectus as our initial business combination.We have not selectedany business combination target,and we have not,nor has anyone on our behalf,initiated any substantive discussions,directly or indirectly,with any businesscombination target.While we may pursue an initial

17、 business combination target in anyindustry,we currently intend to concentrate our efforts on identifying businesses inthe financial industry group sector(FIG Sector),with a focus on differentiatedprivate wealth/asset managers positioned to become multi-asset fund managers withdiversified distributi

18、on channels and global market presence.This is an initial public offering of our securities.Each unit has an offering priceof$10.00 and consists of one ClassA ordinary share and one-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one Class Aordinary share at

19、a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issuedupon separation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combina

20、tion,and will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional1,965,000units to cover over-allotments,if any

21、.We will provide our public shareholders with the opportunity to redeem,regardless ofwhether they abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that were sold as part of theunits in this offering,which we refer to collectively as o

22、ur public Class Aordinary shares,upon the completion of our initial business combination at a per-share price,payable in cash,equal to the aggregate amount then on deposit in thetrust account described below as of twobusiness days prior to the consummation ofour initial business combination,includin

23、g interest earned on the funds held in thetrust account(net of amounts withdrawn to pay our taxes,if any),divided by thenumber of then outstanding public shares,subject to the limitations and on theconditions described herein.The proceeds placed in the trust account and theinterest earned thereon sh

24、all not be used to pay for possible excise tax or any otherfees or taxes that may be levied on us on any redemptions or share buybacks by uspursuant to any current,pending or future rules or laws,including withoutlimitation any excise tax due under the Inflation Reduction Act of 2022.See“SummaryThe

25、OfferingRedemption rights for publicshareholders upon completion of our initial business combination”on page42 and“Summary The Offering Redemption of public shares anddistribution and liquidation if no initial business combination”on page47 for more information.Notwithstanding the foregoing redempti

26、on rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withour initial business combination pursuant to the tender offer rules,our amended andrestated memorandum and articles of association provide that a public shareholder,togeth

27、er 2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm3/268Table of Contentswith any affiliate of such shareholder or any other person with whom such shareholderis acting in concert o

28、r as a“group”(as defined under Section13 of the SecuritiesExchangeActof1934,as amended(the“ExchangeAct”),will be restricted fromredeeming its shares with respect to more than an aggregate of 15%of the shares soldin this offering without our prior consent.However,we would not be restricting ourshareh

29、olders ability to vote all of their shares(including all shares held bythose shareholders that hold more than 15%of the shares sold in this offering)foror against our initial business combination.See“SummaryTheOffering Limitation on redemption rights of shareholders holding 15%or more of the shares

30、sold in this offering if we hold shareholder vote”on page 46 for further discussion on certain limitations on redemptionrights.Our sponsor,FIGX Acquisition Partners LLC,and Cantor Fitzgerald&Co.(“Cantor”),the representative of the underwriters,have committed,pursuant to writtenagreements,to purchase

31、 from us an aggregate of 443,470 private placement units(whether or not the underwriters over-allotment option is exercised in full)at$10.00 per unit(for an aggregate purchase price of$4,434,700(whether or not theunderwriters over-allotment option is exercised in full)in a private placementthat will

32、 close simultaneously with the closing of this offering.Of those 443,470private placement units,our sponsor has agreed to purchase 312,470 private placementunits and Cantor has agreed to purchase 131,000 private placement units.The privateplacement units are identical to the units sold in this offer

33、ing,subject to certainlimited exceptions as described in this prospectus.institutional investors(none of which are affiliated with any member of our management,our sponsor,Cantoror any other investor),which we refer to as the“non-managing sponsor investors”throughout this prospectus,have expressed a

34、n interest to indirectly purchase,through the purchase of non-managing sponsor membership interests,an aggregate of private placement units(whether or not the underwriters over-allotmentoption is exercised in full)at a price of$10.00 per unit($in theaggregate,whether or not the underwriters over-all

35、otment option is exercised infull)in a private placement that will close simultaneously with the closing of thisoffering.Subject to each non-managing sponsor investor purchasing,through thesponsor,the private placement units allocated to it in connection with the closingof this offering,the sponsor

36、will issue membership interests at a nominal purchaseprice to the non-managing sponsor investors reflecting indirect interests in anaggregate of founder shares held by the sponsor(whether or not theunderwriters over-allotment option is exercised in full).None of the non-managing sponsor investors ha

37、ve expressed to us an interest inpurchasing any of the units in this offering and neither us nor the representativehas had discussions with any non-managing sponsor investors regarding any purchasesof units in this offering.Any potential purchase of the non-managing sponsormembership interests would

38、 not be contingent upon the participation in this offeringor vice-versa.If the non-managing sponsor investors purchase units in the offering,and depending on how many units are purchased by the non-managing sponsor investors,the post-offering trading volume,volatility and liquidity of our securities

39、 may bereduced relative to what they would have been had the units been more widely sold toother public investors.We do not expect any potential purchases of units by non-managing sponsor investors to negatively impact our ability to meet Nasdaq listingeligibility requirements.In addition,the underw

40、riters have full discretion toallocate the units to investors and may determine not to sell any units to the non-managing sponsor investors,and in no case would any of the non-managing sponsorinvestors be sold more than 9.9%of the units to be sold in this offering.Theunderwriters would receive the s

41、ame upfront discounts and commissions and deferredunderwriting commissions on units purchased by the non managing sponsor investors,ifany,as it will on the other units sold to the public in this offering.In addition,if the non-managing sponsor investors purchase units in the offering,the non-managin

42、g sponsor investors would not have any obligation to vote any of their publicshares in favor of our initial business combination.Nevertheless,the non-managingsponsor investors would be incentivized to vote any of their public shares,if any,in favor of a business combination due to their indirect own

43、ership through thesponsor of founder shares and private placement shares issued as part of the privateplacement units.For a discussion of certain additional arrangements with the non-managing sponsor investors,see“SummaryThe Offering.”Our sponsor has purchased an aggregate of 3,877,118 ClassB ordina

44、ry shares(up to491,250 of which are subject to surrender to us for no consideration depending on theextent to which the underwriters over-allotment option is exercised)for anaggregate purchase price of$25,000,or approximately$0.006 per share.The ClassBordinary shares will automatically convert into

45、ClassA ordinary shares at the timeof our initial business combination,or at any time prior thereto at the option ofthe holder thereof,on a one-for-one basis,subject to adjustment as provided herein.In the case that additional ClassA ordinary shares,or equity-linked securities(asdescribed herein),are

46、 issued or deemed issued in excess of the amounts issued inthis offering and related to the closing of our initial business combination,theratio at which the ClassB ordinary shares will convert into ClassA ordinary shareswill be adjusted(unless the holders of a majority of the issued and outstanding

47、ClassB ordinary shares agree to waive such anti-dilution adjustment with respect toany such issuance or deemed issuance)so that the number of ClassA ordinary sharesissuable upon conversion of all Class B ordinary shares will equal,in theaggregate,approximately 20%of the sum of all ClassA ordinary sh

48、ares issued andoutstanding upon the completion of this offering,2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm4/268Table of Contentsplus all Class A ordinary shares and equity-li

49、nked securities issued or deemedissued in connection with our initial business combination,including the privateplacement shares and any shares or equity-linked securities issued,or to be issued,to any seller in the business combination.If we increase or decrease the size of theoffering pursuant to

50、Rule 462(b)under the Securities Act,we will effect a sharecapitalization or a share repurchase or redemption or other appropriate mechanism,asapplicable,with respect to our Class B ordinary shares immediately prior to theconsummation of the offering in such amount as to maintain the ownership of fou

51、ndershares by our initial shareholders,on an as-converted basis,at approximately 20%ofour issued and outstanding ordinary shares upon the consummation of this offering(excluding the private placement shares).Such dilution could materially increase tothe extent that the anti-dilution provision of the

52、 founder shares results in theissuance of Class A ordinary shares on a greater than one-to-one basis uponconversion of the founder shares at the time of our initial business combination tomaintain the number of founder shares at approximately 20%(as described above).Prior to the closing of our initi

53、al business combination,only holders of ourClass B ordinary shares(i)will have the right to vote to appoint and removedirectors prior to or in connection with the completion of our initial businesscombination and(ii)will be entitled to vote on continuing our company in ajurisdiction outside the Caym

54、an Islands(including any special resolution required toadopt new constitutional documents as a result of our approving a transfer by way ofcontinuation in a jurisdiction outside the Cayman Islands).On any other matterssubmitted to a vote of our shareholders prior to or in connection with the complet

55、ionof our initial business combination,holders of the Class B ordinary shares andholders of the ClassA ordinary shares will vote together as a single class,exceptas required by law.Upon consummation of this offering or thereafter,we will repayup to$300,000 in loans made to us by our sponsor to cover

56、 offering-related andorganizational expenses,and we will begin paying an affiliate of our sponsor$10,000per month for office space and administrative and personnel services.In the eventthat following this offering we obtain working capital loans from our sponsor tofinance transaction costs related t

57、o our initial business combination,up to$1,500,000 of such loans may be convertible into units of the post-businesscombination entity at a price of$10.00 per unit at the option of our sponsor.Additionally,our sponsor,our officers and directors or their affiliates may be paidfinders fees,advisory fee

58、s,consulting fees or success fees in order to effectuatethe completion of our initial business combination.Additionally,followingconsummation of a business combination,members of our management team will beentitled to reimbursement for any out-of-pocket expenses related to identifying,investigating

59、and completing an initial business combination.As a result,there maybe actual or potential material conflicts of interest between our sponsor and itsaffiliates on the one hand,and purchasers in this offering on the other hand.Collectively,the sponsors 3,385,868 Class B ordinary shares and its 312,47

60、0private placement shares will represent 21.8%of all ordinary shares outstandingimmediately following the consummation of the offering,assuming that theunderwriters over-allotment option is not exercised.“SummaryTheOffering Our Sponsor”on page 8 for further discussion on oursponsors and our affiliat

61、es securities;“SummaryTheOffering Transfer restrictions on founder shares”on page 33,“SummaryThe OfferingFounder shares conversion and anti-dilutionrights”on page 33,“SummaryThe OfferingAppointment and removalof directors and continuing the company outside of the Cayman Islands;voting rights”on page

62、 34,“Risk Factors Risks Relating to ourManagement TeamThe nominal purchase price paid by our sponsor for thefounder shares may result in significant dilution to the implied value ofyour public shares upon the consummation of our initial businesscombination”on page 92,“Risks Relating to our Securitie

63、sWe mayissue additional ordinary shares or preference shares to complete ourinitial business combination or under an employee incentive plan aftercompletion of our initial business combination.We may also issue ClassAordinary shares upon the conversion of the Class B ordinary shares at aratio greate

64、r than one-to-one at the time of our initial businesscombination as a result of the anti-dilution provisions contained in ouramended and restated memorandum and articles of association.Any suchissuances would dilute the interest of our shareholders and likely presentother risks”on page 72.As more fu

65、lly discussed in“ManagementConflicts of Interest”on page170,each of our officers and directors presently has,and any of them inthe future may have additional,fiduciary,contractual or other obligationsor duties to one or more other entities pursuant to which such officer ordirector is or will be requ

66、ired to present a business combinationopportunity to such entities.The low price that our sponsor,executive officersand directors(directly or indirectly)paid for the founder shares creates anincentive whereby our officers and directors could potentially make a substantialprofit even if we select an

67、acquisition target that subsequently declines in valueand is unprofitable for public shareholders.If we are unable to complete our initialbusiness combination within the completion window,or by such earlier liquidationdate as our board of directors may approve,the founder shares and private placemen

68、tunits may expire worthless,except to the extent they receive liquidatingdistributions from assets outside the trust account,which could create an incentivefor our sponsor,executive officers and directors to complete a transaction even ifwe select an acquisition target that subsequently declines in

69、value and isunprofitable for public shareholders.Further,each of our officers and directors mayhave a conflict of interest with respect to evaluating a particular businesscombination if the retention or resignation of any such officers and directors wasincluded by a target business as a condition to

70、 any agreement with respect to ourinitial business combination.Seethe sections titled“SummaryOur 2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm5/268Table of ContentsSponsor”on pa

71、ge 8,“Proposed BusinessSourcing of Potential BusinessCombination Targets”on page 139 and“Certain Relationships and RelatedParty Transactions”on page 180”,“SummaryConflicts of Interest”,“Risk FactorsRisks Relating to our Search for,and Consummation of orInability to Consummate,a Business Combination

72、Since our sponsor,officers and directors,any other holder of our founder shares,includingany non-managing sponsor investors,may lose their entire investment in usif our initial business combination is not completed(other than withrespect to public shares they may acquire during or after this offerin

73、g),aconflict of interest may arise in determining whether a particular businesscombination target is appropriate for our initial business combination.”and“Management Conflicts of Interest”on page 170 for moreinformation.We have until the date that is 24months from the closing of this offering or unt

74、ilsuch earlier liquidation date as our board of directors may approve,to consummateour initial business combination.If we anticipate that we may be unable toconsummate our initial business combination within such 24-month period,we may seekshareholder approval to amend our amended and restated memor

75、andum and articles ofassociation to extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,holders of publicshares will be offered an opportunity to redeem their shares at a per share price,payable in cash,equal to the aggregate a

76、mount then on deposit in the trust account,including interest earned thereon(less taxes,if any,payable),divided by thenumber of then issued and outstanding public shares,subject to applicable law.If weare unable to complete our initial business combination within 24months from theclosing of this off

77、ering(or such later date as approved by our shareholders),or bysuch earlier liquidation date as our board of directors may approve,we will redeem100%of the public shares at a per share price,payable in cash,equal to theaggregate amount then on deposit in the trust account,including interest earnedth

78、ereon(less taxes,if any,payable and up to$100,000 of interest income to paydissolution expenses),divided by the number of then issued and outstanding publicshares,subject to applicable law as further described herein.Currently,there is no public market for our units,Class A ordinary shares orwarrant

79、s.We intend to apply to have our units listed on The Nasdaq Global Market,orNasdaq,under the symbol“FIGXU,”on or promptly after the date of this prospectus.We cannot guarantee that our securities will be approved for listing on Nasdaq.Weexpect the Class A ordinary shares and warrants comprising the

80、units to beginseparate trading on the 52ndday following the date of this prospectus unless Cantor,the representative of the underwriters,informs us of its decision to allow earlierseparate trading,subject to our satisfaction of certain conditions as describedfurther herein.Once the securities compri

81、sing the units begin separate trading,weexpect that the ClassA ordinary shares and warrants will be listed on Nasdaq underthe symbols“FIGX”and“FIGXW”,respectively.We are an“emerging growth company”and a“smaller reporting company”under applicable federal securities laws and will be subject to reduced

82、public company reporting requirements.Investing in our securities involvesa high degree of risk.See“Risk Factors”beginning on page 56 for adiscussion of information that should be considered in connection with aninvestment in our securities.Investors will not be entitled to protectionsnormally affor

83、ded to investors in Rule419 blank check offerings.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.No o

84、ffer or invitation,whether directly or indirectly,is being or may be made tothe public in the Cayman Islands to subscribe for any of our securities.Per Unit TotalPublic offering price(1)$10.00$131,000,000Underwriting discounts and commissions$0.60$7,860,000Proceeds,before expenses,to us$9.40$123,140

85、,000_(1)Includes$0.20 per unit(excluding any units sold pursuant to the underwriters option topurchase additional units),or$2,620,000 in the aggregate(whether or not the underwritersoption to purchase additional units is exercised),payable to Cantor Fitzgerald&Co.uponthe closing of this offering.Als

86、o includes$0.40 per unit on units other than those soldpursuant to the underwriters option to purchase additional units and$0.60 per unit on unitssold pursuant to the underwriters option to purchase additional units,or$5,240,000 in theaggregate or up to$6,419,000 in the aggregate if the underwriters

87、 over-allotment option isexercised in full,payable to Cantor Fitzgerald&Co.for deferred underwriting commissionsto be deposited into a U.S.based trust account and released to Cantor Fitzgerald&Co.forits own account only upon the completion of an initial business combination.See also“Underwriting”for

88、 a description of compensation and other items of value payable to theunderwriters.2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm6/268Table of ContentsOf the proceeds we receive

89、from this offering and the sale of the private placementunits described in this prospectus,$131.0 million,or$150.65 million if theunderwriters overallotment option is exercised in full($10.00 per unit in eithercase),will be placed into a U.S.-based trust account with Continental StockTransfer&Trust

90、Company acting as trustee.The following table illustrates the difference between the public offering price perunit and our net tangible book value per share,as adjusted to reflect variouspotential redemption levels that may occur in connection with the closing of ourinitial business combination,whic

91、h we refer to as“Adjusted NTBVPS,”on a pro formabasis to give effect to this offering and the issuance of the private placementunits,assuming the exercise in full and no exercise of the over-allotment option.Adjusted NTBVPS excludes the effect of the consummation of our initial businesscombination o

92、r any related transactions or expenses.See the section titled“Dilution”on page 109 for more information.As of March7,2025OfferingPriceof$10.00perUnit 25%of MaximumRedemption 50%of MaximumRedemption 75%of MaximumRedemption MaximumRedemptionAdjustedNTBVPS AdjustedNTBVPS DifferencebetweenAdjustedNTBVPS

93、andOfferingPrice AdjustedNTBVPS DifferencebetweenAdjustedNTBVPSandOfferingPrice AdjustedNTBVPS DifferencebetweenAdjustedNTBVPSandOfferingPrice AdjustedNTBVPS DifferencebetweenAdjustedNTBVPSandOfferingPriceAssuming Full Exercise of Over-Allotment Option$7.49$6.89$3.11$5.90$4.10$3.99$6.01$(1.25)$11.25

94、 Assuming No Exercise of Over-Allotment Option$7.48$6.87$3.13$5.88$4.12$3.99$6.01$(1.16)$11.16Our sponsor and members of our management team will directly or indirectly own oursecurities following this offering,and accordingly,they may have a conflict ofinterest in determining whether a particular t

95、arget business is an appropriatebusiness with which to effectuate our initial business combination.Additionally,each of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obligations or duties to one or moreother entities pursuant

96、 to which such officer or director is or will be required topresent a business combination opportunity to such entities.As a result,there maybe actual or potential material conflicts of interest between our sponsor and itsaffiliates on one hand,and purchasers in this offering on the other.See thesec

97、tions titled“SummaryThe OfferingConflicts of interest”onpage 49,“Proposed BusinessSourcing of Potential Business CombinationTargets”on page 139 and“ManagementConflicts of Interest”on page170 for more information.The underwriters are offering the units for sale on a firm commitment basis.Theunderwrit

98、ers expect to deliver the units to the purchasers on or about,2025.Sole Book-Running ManagerCantor,2025 2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm7/268Table of ContentsTABLE

99、OF CONTENTS PageSummary 1The Offering 26Risks 53Risk Factors 56Cautionary NoteRegarding Forward-Looking Statements 104Use of Proceeds 105Dividend Policy 108Dilution 109Capitalization 111Managements Discussion and Analysis of Financial Condition and Results ofOperations 112Proposed Business 119Effect

100、ing our Initial Business Combination 142Management 162Principal Shareholders 175Certain Relationships and Related Party Transactions 180Description of Securities 183Taxation 205Underwriting 216Legal Matters 226Experts 226Where You Can Find Additional Information 226Index to Financial Statements F-1W

101、e are responsible for the information contained in this prospectus.Wehave not,and the underwriters have not,authorized anyone to provide youwith information that is different from or inconsistent with that containedin this prospectus.We are not,and the underwriters are not,making anoffer to sell sec

102、urities in any jurisdiction where the offer or sale is notpermitted.You should not assume that the information contained in thisprospectus is accurate as of any date other than the date on the front ofthis prospectus.TrademarksThis prospectus contains references to trademarks and service marks belon

103、ging toother entities.Solely for convenience,trademarks and trade names referred to inthis prospectus may appear without the or symbols,but such references are notintended to indicate,in any way,that the applicable licensor will not assert,tothe fullest extent under applicable law,its rights to thes

104、e trademarks and tradenames.We do not intend our use or display of other companies trade names,trademarks or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhtt

105、ps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm8/268Table of ContentsSUMMARYThis summary only highlights the more detailed information appearing elsewhere inthis prospectus.As this is a summary,it does not contain all of the informationthat you should consider in maki

106、ng an investment decision.You should read thisentire prospectus carefully,including the information under“Risk Factors”andour financial statements and the related notes included elsewhere in thisprospectus,before investing.Unless otherwise stated in this prospectus or the context otherwise requires,

107、references to:“we,”“us,”“our,”“company”or“our company”are to FIGX CapitalAcquisition Corp.,a Cayman Islands exempted company;“amended and restated memorandum and articles of association”are to theamended and restated memorandum and articles of association that thecompany will adopt prior to the cons

108、ummation of this offering,as amendedand/or restated from time to time;“Companies Act”are to the Companies Act(Revised)of the Cayman Islandsas the same may be amended from time to time;“completion window”are to(i)the period ending on the date that is24months from the closing of this offering,or such

109、earlier liquidationdate as our board of directors may approve,in which we must complete aninitial business combination or(ii)such other time period in which wemust complete an initial business combination pursuant to an amendment toour amended and restated memorandum and articles of association.Ours

110、hareholders can also vote at any time to amend our amended and restatedmemorandum and articles of association to modify the amount of time wewill have to complete an initial business combination,in which case ourpublic shareholders will be offered an opportunity to redeem their publicshares;“directo

111、rs”are to our directors(including our director nominees namedin this prospectus);“founder shares”are to ClassB ordinary shares initially purchased byour sponsor in a private placement prior to this offering and the ClassAordinary shares that will be issued upon the automatic conversion of theClassB

112、ordinary shares at the time of our initial business combinationor earlier at the option of the holders thereof as described herein(suchClassA ordinary shares will not be“public shares”);“initial shareholders”are to our sponsor and any other holders of ourfounder shares immediately prior to this offe

113、ring;“Investment Company Act”are to the Investment Company Actof1940,asamended;“letter agreement”refers to the letter agreement,the form of which isfiled as an exhibit to the registration statement of which this prospectusforms a part;“management”or our“management team”are to our officers anddirecto

114、rs;“non-managing sponsor investors”means institutional investors(none of which are affiliated with our sponsor,any member of our management,other members of our sponsor,Cantor or anyother investor)that have expressed an interest to indirectly purchasethrough the purchase of non-managing membership i

115、nterests in the sponsor,an aggregate of private placement units at aprice of$10.00 per private placement unit($inthe aggregate);subject to each non-managing sponsor investor purchasing,through the sponsor,the private placement units allocated to it inconnection with the closing of this offering,the

116、sponsor will issuemembership interests at a nominal purchase price to the non-managingsponsor investors at the closing of this offering reflecting indirectinterests in an aggregate of founder shares heldby the sponsor;“ordinary resolution”are to a resolution of the company passed by asimple majority

117、 of the votes cast by such shareholders as,being entitledto do so,vote in person or,where proxies are allowed,by proxy at ageneral meeting of the company,or a resolution approved in writing by allof the holders of the issued shares entitled to vote on such matter(orsuch lower threshold as may be all

118、owed under the Companies Act from timeto time);12025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm9/268Table of Contents“ordinary shares”are to our ClassA ordinary shares and our Cla

119、ssBordinary shares;“private placement shares”are to the ClassA ordinary shares issued toour sponsor and Cantor as part of the private placement units in a privateplacement simultaneously with the closing of this offering(such ClassAordinary shares will not be“public shares”);“private placement units

120、”are to the units issued to our sponsor andCantor in a private placement simultaneously with the closing of thisoffering,which private placement unitsare identical to the units soldin this offering,subject to certain limited exceptions as described inthis prospectus;“private placement warrants”are t

121、o the warrants issued to our sponsorand Cantor as part of the private placement units in a private placementsimultaneously with the closing of this offering;“public shares”are to Class A ordinary shares sold as part of theunits in this offering(whether they are purchased in this offering orthereafte

122、r in the open market;such Class A ordinary shares excludeprivate placement shares and any ClassA ordinary shares that are issuedupon conversion of our ClassB ordinary shares);“public shareholders”are to the holders of our public shares,includingour initial shareholders and/or members of our manageme

123、nt team to theextent our initial shareholders,and/or members of our management teampurchase public shares,provided that each initial shareholders andmember of our management teams status as a“public shareholder”willonly exist with respect to such public shares;“public warrants”are to the warrants so

124、ld as part of the units in thisoffering(whether they are purchased in this offering or thereafter in theopen market);“special resolution”are to a resolution of the company passed by atleast a two-thirds(2/3)majority(or such higher approval threshold asspecified in the companys amended and restated m

125、emorandum and articlesof association)of the votes cast by such shareholders as,being entitledto do so,vote in person or,where proxies are allowed,by proxy at ageneral meeting of the company of which notice specifying the intention topropose the resolution as a special resolution has been duly given,

126、or aresolution approved in writing by all of the holders of the issued sharesentitled to vote on such matter(or such lower threshold as may be allowedunder the Companies Act from time to time);“sponsor”are to FIGX Acquisition Partners LLC,a Delaware limitedliability company,formed on January31,2025

127、to invest in our company,as further discussed under“Our Sponsor”below;Mr.Louis Gerken,ourChairmen and Chief Executive Officer,is the managing member of FIGXAcquisition Partners LLC;“underwriters over-allotment option”are to the underwriters 45-dayoption to purchase up to an additional 1,965,000 unit

128、s to cover over-allotments,if any;“warrants”are to our public warrants and private placement warrants,aswell as any warrants issued as part of units issued on conversion ofworking capital loans upon or following the consummation of our initialbusiness combination,collectively;“warrant exercise date”

129、are to the date on which the warrants willbecome exercisable,which is 30days after the completion of our initialbusiness combination;and“warrant expiration date”are to the date on which the warrants expire,which is five years after the completion of our initial businesscombination or earlier upon re

130、demption or liquidation.All references in this prospectus to shares of the company being forfeited shalltake effect as surrenders for no consideration of such shares as a matter of CaymanIslands law.Any conversion of the Class B ordinary shares described in thisprospectus will take effect as a compu

131、lsory redemptionofClassB ordinary sharesand an issuance of ClassA ordinary shares as a matter of Cayman Islands law.Any share dividend described in this prospectus will take effect as a sharecapitalization as a matter of Cayman Islands law(that is,an issuance of sharesfrom share premium).22025/5/22

132、10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm10/268Table of ContentsRegistered trademarks referred to in this prospectus are the property of theirrespective owners.Unless we tell you othe

133、rwise,the information in this prospectus assumes that theunderwriters will not exercise their over-allotment option.Our CompanyWe are a blank check company incorporated on February 20,2025,as a Cayman Islandsexempted company and formed for the purpose of effecting a merger,amalgamation,share exchang

134、e,asset acquisition,share purchase,reorganization or similarbusiness combination with one or more businesses,which we refer to throughout thisprospectus as our initial business combination.While we may pursue an initialbusiness combination target in any industry,we currently intend to concentrate ou

135、refforts in identifying businesses in the financial industry group(FIG Sector),with a focus on differentiated private wealth/asset managers positioned to becomemulti-asset fund managers with diversified distribution channels and global marketpresence.We will seek to capitalize on the multiple decade

136、s of combined investmentexperience of our management team.While we may pursue an initial business combination target in any industry,wecurrently intend to concentrate our efforts in identifying businesses in thefinancial industry group(FIG Sector),with a focus on differentiated privatewealth/asset m

137、anagers positioned to become multi-asset fund management platformswith diversified distribution channels and global market presence.We will seek tocapitalize on the multiple decades of combined investment experience of ourmanagement team.Our management team consists of LouisC.Gerken,Chairman andChie

138、f Executive Officer,Mike Rollins,Chief Financial Officer,our board ofdirectors,and Senior Advisors.Our management team has spent their careersbuilding,operating and investing in businesses,where they have collectivelymanaged several multi-billion-dollar platforms.Investments have been both inpublic

139、and private companies in a variety of market sectors across various assetclasses,including,without limitation,equities,fixed income,private equity,venture capital,direct debt,real estate,infrastructure,hedge fund,PIPEs,foreign exchange,GP solutions,and secondary investing.As a group,they haveinveste

140、d institutional capital across a variety of geographic locations,including,without limitation,the US,Europe,the Gulf Cooperation Council(“GCC”),LatinAmerica,India,Southeast Asia,the PRC,and Africa.In addition,collectively,ourmanagement team has been exclusive advisor to numerous global capital marke

141、ts andmerger&acquisition transactions.Business combination opportunities will besourced from our management teams network of operating executives,investors andadvisors.We believe that our management team will be able to leverage itsexpertise and industry experiences,vast network and relationships fo

142、r sourcingpotential acquisitions including but not limited to the US,and capable ofexpanding to the international markets.Our ManagementLouis C.Gerken,Age 73,is our Executive Chairman and has significantexperience in financial services executive leadership,corporate strategy,M&A,capital markets and

143、asset/wealth management.Mr.Gerken founded SF Bay Area-basedGerken Capital Associates(“GCA”)in 1989.GCA is an alternative asset fundmanagement firm focusing on emerging markets.Collectively,global fundsmanaged/advised with co-anchors include the PRC(Polaris Group,China MerchantSecurities,Pacific Cent

144、ury Group,WI Harper and GCC Capital),Japan(KagayagiForex),South East Asia(Sino-Asia Infrastructure Fund),India(Kotak Securities),Latin America(BBVA,Banif and Explorador),Eastern Europe(Greater Russia Fund),Southern Africa(CBZ Holdings and Zympay),the U.S.(GCA Global,BaystarII,GCACatalyst and Darwin

145、Capital),and the European Union(Reuters VC,Danske Bank,HealthCap,ETF,and AC Private Equity).Underlying investment strategies haveincluded VC and PE funds,infrastructure and PIPE funds,hedge funds,SPACs,forexfunds,and long-only equity and fixed-income funds.Funds have been structured asprimary funds,

146、fund of funds,separately managed accounts,and direct investments.GCAs investment track record spans over five decades where it has performed withtop quartile performance.Separately,GCAs M&A advisory services are performed viathe firms Alliance Business Unit.GCA Alliance collectively includes over 10

147、0international corporate finance,M&A,project finance,valuation and fairnessopinion transactions.Mr.Gerkens current activities include Chairman of the board of directors and CEOto our company,and Chief Investment Officer to the SMA Alternative Assets LLCsince 1989.Most recently,Mr.Gerken was a member

148、 of the board of directors of CBZ HoldingsLimited,a South African listed bank holding company where he Chaired the ITCommittee,and was a member of the audit committee and risk and strategy committeefrom 2020 to 2024.Prior to that,Mr.Gerken was an Managing Director and GroupHead of Prudential Securit

149、ies Technology Investment Banking from 1986 to1989;apartner to the Prudential Securities VC32025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm11/268Table of ContentsFunds(“Prutech”)f

150、rom 1983 to1986);investment committee member to MontgomerySecurities Venture Capital in1983;Vice President and Head of Wells Fargo VentureCapital from 1981 to 1983);Founder and CEO of TCG International,atelecommunications consulting engineering practice from 1978 to 1981;VP/ResearchAnalyst&Portfolio

151、 Manager to London-based GT Capital Management from 1976 to1978;and Investment Officer and Research Analyst with the Bank of California TrustDepartment from 1974 to 1976.Mr.Gerken has been a frequent speaker at investment industry conferences,including guest appearances on CNBC and Bloomberg.He has

152、authored numerousarticles,press reports,and white papers on investments and economic topics,including The NewYork Times,Barrons,Fortune,Reuters,Euromoney,Dow Jones,Institutional Investor,Financial Times,HFM Week,Sueddeutsche Zeitung,The WallStreet Transcript,The Wall Street Journal,and Fund Strategy

153、.Mr.Gerken is theauthor of The Little Book of Venture Capital Investing published by John Wiley&Sons,Inc.,co-author of Investing in the Southern African Development Community,and co-author of The AI Revolution:Scaling Business Through SystematicIntegration.Mr.Gerkens non-profit activities include pr

154、ior Board of Trustee of the BuckInstitute,the global epicenter for age-related chronic disease research,and priorChair of the Film Institute of Northern California(“FINC”).He received an MBA in finance from the Southern Methodist University GraduateSchool of Business,an MBA in international finance

155、from Arizona State University,and a bachelors degree in economics from the University of Redlands.Mr.Gerkenachieved Chartered Financial Analyst(“CFA)”Level Certification,is a prior NASDBroker/Dealer,and previously held FINRA Series7,24,&63 licenses.Mr.Gerkenis well qualified to serve as a member of

156、our Board of Directors due to fivedecades of experience originating,managing and/or advising global FIG sectorfunds.Mike Rollins,Age 54,has served as our Chief Financial Officer since inception.He has served as Partner and Chief Operating Officer of Calabrese Consulting,afinancial accounting and con

157、sulting firm,since 2019.Calabrese has providedfinancial reporting services for SPACs since its inception in 2013.Mr.Rollins hasserved as Chief Financial Officer,Chief Executive Officer,and Chief OperatingOfficer for several public and private companies,including Siddhi Acquisition Corpand Oyster II

158、Acquisition Corp since 2024.Our Board of DirectorsOur Board of Directors will include 5 members upon the commencement of trading theunits on Nasdaq.The Board of Directors will be led by our Chairman and CEO,Mr.Gerken and our Vice-Chairman,Jide Zeitlin,and will consist of industryleaders and renowned

159、 investors.Each brings diversity of experience,perspectiveand industry contacts that when combined create a distinguished Board of Directors.In addition to Mr.Gerken and Mr.Zeitlin,our Board of Directors will becomprised of:Dr.Russell,Real Desrochers,and Pierre Sauvagnat.Mr.MikeRollins,CFO,shall ser

160、ve as Secretary to the Board of Directors.Jide Zeitlin,Age 61,has been serving as the Chairman of the board of directorsof Keffi Group Family Office since January 2006.Prior to that,he was Co-ChiefExecutive Officer and Co-Chairman of the board of directors of bleuacacia ltd,aNasdaq listed SPAC from

161、2021 to 2024,which liquidated in November 2024 withoutcompleting a business combination.Previously,Mr.Zeitlin served as the Chairmanand Chief Executive Officer of Tapestry,Inc.,the S&P 500 and Fortune 500 luxuryglobal retailer that is the parent company for the Coach,Kate Spade,and StuartWeitzman br

162、ands,from 2006 to 2020.Mr.Zeitlin initiated and led a substantialstrategic transformation of Tapestry,Inc.and,in addition to his role as CEO ofTapestry,Inc.,also served as CEO of the Coach brand.Mr.Zeitlin was previously apartner at The Goldman Sachs Group,Inc.from 1983 to 2006 in their Mergers&Acqu

163、isitions Department,and was Global Chief Operating Officer of Goldman Sachsinvestment banking business.He served as a founding director and then as Chairmanof the Nigeria Sovereign Investment Authority(“NSIA”),Nigerias sovereignwealth fund,from 2011 to 2021.For over two decades,Mr.Zeitlin has been a

164、nactive member of numerous billion-dollar endowment and foundation investmentcommittees.He has either been Chairman or a member of investment committees atAmherst College,Doris Duke Foundation,Milton Academy,and Teach for America.Healso served on the board of Affiliated Managers Group,a$700billion i

165、n assetsunder management publicly traded asset management company.Mr.Zeitlin received anA.B.from Amherst College and an MBA from Harvard Business School and is theChairman Emeritus of Amherst College.Mr.Zeitlin is well qualified to serve as amember of our Board of Directors due to extensive domestic

166、 and internationalexperience serving in executive management positions with listed S&P 500 firms,sovereign wealth funds,and privately-held companies.Dr.Russell Read,Age 61,has been serving as the Chief Investment Officer at AbuDhabi-based MEASA Partners Ltd since July2024.He previously also served a

167、s ChiefInvestment Officer of New York City-based 10X Capital,a venture capital-basedinvestment company,from2022 to January 2025,where he focused on developing thecompanys asset management business.42025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.g

168、ov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm12/268Table of ContentsPreviously,Dr.Read was the Managing Partner for the US-based C Change Group LLC,an investment company focused on developing physical infrastructure and relatedprivate equity opportunities,from 2020 until 2022,an

169、d a Managing Director andMember of the Executive Committee for MSCI Ltd,a leading providing of financialindexes and investment analytics,from 2018 through 2019,where he developed indexand analytical approaches to private market investments.From 2016 until 2018,Dr.Read served as Chief Investment Offi

170、cer of the Alaska Permanent FundCorporation(“APFC”),a US state sovereign wealth fund based in Alaska.Previously,Dr.Read served as the Chief Investment Officer and Deputy ChiefExecutive Officer for the Kuwait-based Gulf Investment Corporation(GIC-Kuwait),the development investment institution for the

171、 six Gulf Cooperation Council(“GCC”)countries of the Arabian Peninsula,from 2011 to 2015.Dr.Read as ChiefInvestment Officer for the California Public Employees Retirement System(“CalPERS”)from 2006 to 2008 and Deputy Chief Investment Officer for theAmericas for Deutsch(bank)Asset Management and Scud

172、der Investments from2004 to2006.Dr.Read has significant direct investment experience related to naturalresources and financial services investments and has worked globally with officesacross North America,Europe,and the Middle East.Dr.Read earned his undergraduate degree in Statistics and his Master

173、s of BusinessAdministration degree in Finance and International Business both from theUniversity of Chicago.Dr.Read earned his Masters in Economics and Doctorate inPolitical Science both from Stanford University,where he focused on the potentialroles of natural resources on national economic develop

174、ment.Mr.Read is aChartered Financial Analyst(CFA),and Chartered Financial Consultant(Ch.F.C.),and a Chartered Life Underwriter(C.L.U.).Dr.Read has been serving as director of the Nasdaq-listed African AgricultureHolding Inc(“AAGR”)since December 2023,and as a director of the UAE ADGM-registered MEAS

175、A Partners Ltd which is registered to provide investment financialadvisory services since 2022.Dr.Read served as a Member of the Investment FundsCommittee(IFC)for the State of Wyomings state sovereign wealth funds from 2021through February2024.Dr.Read previously served as Chairman of the InvestorsCo

176、mmittee for the Presidents Working Group on Financial Markets under the auspicesof Treasury Secretary Henry Paulson from2007 to 2008,a member of the board ofdirectors of the UK-based Hedge Funds Standards Board(HFSB)from2008 to 2011,amember of the board of directors and Head of the Boards Investment

177、 Committee forthe NewYork Academy of Sciences(NYAS)from2009 to 2011,and a member of theInvestment Board for the University of Maine from2009 to 2011.Mr.Read is wellqualified to serve as a member of our Board of Directors due to his extensivedomestic and international experience serving in chief inve

178、stment officer roles forpublic pension funds,listed asset management firms,and privately-held investmentcompanies.Real Desrochers,Age 77,is an advisor to global alternative asset fund managerswith expertise in portfolio management,strategic asset allocation,and specialtyin portfolio construction.He

179、specialized in alternative assets such as privateequity,credit and built team of alternative asset managers.He has been serving asan Advisory Director at Windlair since 2023,a member of the board of directors ofSemios since 2021and co-chair of the board of directors of California CleanTechnology sin

180、ce 2012.In addition,Mr.Desrochers served as Managing Director ofCITIC Private Equity Funds Management Co Ltd(“CITICPE”)in Beijing China from2017 to 2021;Managing Investment PE Director of CalPERS from 2011 to 2017;ChiefInvestment Officer of Sanabil Investments,the investment arm of the Saudi Arabias

181、Public Investment Fund from May 2010 to June 2011;Director of AlternativeInvestments of CalSTRS from 1998 to 2010;Vice President of InternationalInvestments for Caisse de dpt et placement du Qubec(“CDPQ”)in Montreal Canadafrom 1988 to 1998.He received an MBA from Finance Universite Laval in 1988.Mr.

182、Desrochers is well qualified to serve as a member of our Board of Directors due tohis extensive domestic and international experience serving in senior investmentroles with public pension funds,sovereign wealth funds,and privately heldinvestment companies.Pierre Sauvagnat,Age 67,is a global financia

183、l executive with over 40years ofexperience in all aspects of Investments,trading and asset liability management,with particular interestand award-winning skill in private equity as well as atrack record serving on different board of directors and investment committees.Heis currently serving as the m

184、anaging partner of Pierre Savagnat Family Office sinceJanuary 2023.Most recently,he served as the CEO of Patrium Associates from 2022to 2023.Prior to that,he was Senior Vice President of Financial Markets&Treasuryat Banque Cantonal Geneva from 2009 to 2022,where he also served as ChiefInvestment Off

185、icer overseeing the banks proprietary portfolio;a member of theInvestment Committee to the European Organization for Nuclear Research Pension Fundfrom 2012 to 2018;a member of the board of directors of Chempap Inc.from 2013 to2017);a member of the Board of Trustees of American University of Paris fr

186、om 2010to 2014;Head of Business Development at Nova Capital from 2007 to 2009;andManaging Director of Credit Agricole CIB from 1985 to 2005.He received anEMBAdegree from IE Business School in Madrid in 1991,an International BA from TheAmerican University of52025/5/22 10:20sec.gov/Archives/edgar/data

187、/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm13/268Table of ContentsParis in 1983,and attended Franklin College in Lugano,Switzerland.Mr.Sauvagnatis well qualified to serve as a member of our Board of Directors due to h

188、isextensive international experience serving in senior investment positions with bothlisted and privately held financial companies.We believe our management team have the skills and experience to identify,evaluateand consummate a business combination and are positioned to assist the businesseswe acq

189、uire.However,our management teams network and investing and operatingexperience do not guarantee a successful initial business combination.The membersof our management team are not required to devote any significant amount of time toour business and are concurrently involved with other businesses.Th

190、ere is noguarantee that our current officers and directors will continue in their respectiveroles,or in any other role,after our initial business combination,and theirexpertise may only be of benefit to us until our initial business combination iscompleted.Our Senior AdvisorsMarc Holtzman is an expe

191、rienced Chief Executive Officer with a demonstratedhistory of working in the banking industry.Mr.Holtzman has strong businessdevelopment professional skilled in nonprofit organizations,business planning,asset management and fundraising.Currently,he is a member of board of directorsof TTEC Holdings,I

192、nc.(NYSE:TTEC)since 2014.He is a also board member of RwandaCapital Markets Authority since 2023,and a member of board of directors of theZimbabwe Sovereign Wealth Fund since 2024.Prior to that,he was a Board Chairmanof CBZ Holdings Limited from 2019 to 2023,Board Chairman of Astana FinancialService

193、s Authority from 2017 to 2023,and Board Chairman of BK Group from 2009 to2023.Mr.Holtzman served as CEO for KazKommerts Bank from 2016 to 2017,BoardChairman of KazKommerts Bank from 2015to 2016,Vice Chair to Barclays Capital fromAugust 2008 to September 2013,and Vice Chair to ABN AMRO Bank N.V.from

194、2006 to2008.Mr.Holtzman was President to University of Denver from 2003 to 2005 and wasSecretary of Technology to State of Colorado from 1999 to 2003.Mr.Holtzmanreceived his Bachelor of Arts in Economics from Lehigh University from 1978 to1983.Mr.Holtzman is well qualified to serve as a member of ou

195、r Senior Advisorsdue to his extensive domestic and international experience in senior managementpositions with both listed and privately held FIG sector companies.Hugh McClung has been a seasoned business executive with over 25 years ofexperience in venture investment,startup management,and acquisit

196、ion and strategicalliances.Currently,Mr.McClung serves as Senior Advisor to Gerken CapitalAssociates since 1989.Prior to this,he served as CEO to China Broadband Networkfrom 2001to 2002,Board Chairman of IWC from 1991 to1998.He was Founder and BoardChairman to Prudential Securities Venture Capital f

197、rom 1983 to 1986.He served asvice president to Crocker Capital Family Office from 1978 to 1984.He served as Lt.Cmdr.to U.S.Naval Nuclear Submarine Corp.from 1968 to 1971.Mr.McClung receivedan MBA from University of Washington and a BA in Economics in 1973.Mr.McClung Co-Authored White Papers Investin

198、g in Southern Africa:A PE/VC Perspective and AIAdvantage:Transforming Asset Management.George Bristol has executive management and board member experience providingmanagement consulting,advisement on mergers&acquisitions,and private placementsof Securities.Mr.Bristol served as Senior Advisor to Digi

199、tal Commerce AcquisitionCorp.,a blank check company,in its proposed$100 million of initial publicoffering in 2020.From November 2013 to November 2023,Mr.Bristol was a member ofboard of directors and the chairman of the audit committee for NextGen Healthcare,which was a publicly traded healthcare sof

200、tware systems provider to medical groupsand was acquired by Toma Bravo,a private equity firm for more than$1.5 billion.Currently,he serves as Advisory Managing Director for Janas Associates since 2009.He serves as Senior Advisor to Gerken Capital Associates since 1989.Prior towhich,he was managing d

201、irector for Crowell,Weeden&Co.from 2007 to 2011.He wasCFO to Vantis Capital Management from 2002 to 2006.He was partner to Ernst&Youngfrom 1993 to 2000.He was managing director to Investment Banking PrudentialSecurities from 1983 to 1992.He received a MBA from Harvard Business School in1974 and a BA

202、 in Economics from University of Michigan in 1970.Rt.Hon.Mark Simmonds serves as Senior Advisor to Gerken Capital Associatessince 2019.He is Chairman of the Invest Africa Advisory Board since 2015.Mr.Simmonds served as Senior Advisor to a global multi strategy hedge fund from 2016to 2023.He is Chair

203、man of Forever Learn Digital Education Platform since 2020 andSenior Global Advisor to Sidara since 2024.Previously,he served as the Foreign&Commonwealth Office Minister in the UK Government from 2012 to 2014 withresponsibilities for Africa,the Caribbean,UK Overseas Territories,InternationalEnergy a

204、nd Conflict Prevention and worked closely with UK Export Finance.He servedas a Member of the UK Parliament for 14years between 2001 and 2015.He focused ondriving and facilitating inward investment into Africa and the Commonwealth acrossa range of key economic sectors including healthcare,technology,

205、education,62025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm14/268Table of Contentsfinancial services,infrastructure,energy&agriculture.He has wide rangingknowledge of the economic

206、and political composition of African Governments,countries and regions.He chaired the UN Security Council on two occasions in 2013and 2014.He also has roles with not-for-profit organizations,including HonoraryVice President of Flora&Fauna since 2015.He is a Trustee of the BritishInstitute in East Af

207、rica since 2017,a board member of Engender Health since 2017,and a Member of his Majestys Privy Council since 2014.He received Bsc Honors atNottingham Trent University,and Worksop College.Dr.Dimitar Ivanov has been an international investment strategist with over40years of experience as a macroecono

208、mist and leading consultant in the emergingmarkets with a distinguished record in M&A and project finance.Currently,Dr.Ivanov serves as Senior Advisor to Gerken Capital Associates since 2009.Dr.Ivanovis a Consultant to Central Eastern European Strategic Investments since January1990.He served as Sen

209、ior Economic Advisor to President of Bulgaria InternationalEconomic Advisory Board from 2002 to 2007.He also served as Senior StrategicAdvisor to Bank Austria from 1996 to 2010.Dr.Ivanov was also Senior Economic Advisor to the UN Industrial DevelopmentOrganization(“UNIDO”)from 1980 to 2000,and in th

210、is capacity advised theGovernments of Moldova from 1995 to 1996,Azerbaijan from 1996 to 1998,and Ukrainefrom 1999 to 2000.He was an Associate Professor at Sheffield Business School from1992 to 2003,a Visiting Professor at Warwick Business School from 1991 to 1992,aSenior Research Associate to the In

211、stitute of Economics Bulgarian Academy ofSciences from 1976 to 1992,a Senior Economic Advisor to the Parliament of Republicof Bulgaria from 1989 to 1991,and a Senior Economic Advisor to the State Councilof Republic of Bulgaria from 1985 to 1989.Dr.Ivanov received a DoctoralFellowships at the Tokyo S

212、tock Exchange and Tokyo University in 1990;Dr.Ivanovserved as Senior Advisor at the Institute of Political Sciences(“Sci-Po”),Parisfrom 1983 to 1985 and served as Senior Advisor at the University Paris-IX Dauphinefrom 1983 to 1985.Dr.Ivanov was a Member of the Editing Board of Le MondeDiplomatique f

213、rom 2003 to 2006,and a Member of the Editorial Board of theU.S.Journal of Business and Economic Development(JBED)since 2023.Dr.Ivanov published widely in the field of international economics and finance,macroeconomics,restructuring of emerging market economies;economic crises andcycles;foreign inves

214、tment climate;Eastern European reforms,public policy.He hascontributed chapters to many international volumes and has published six books andmore than 420 papers,including journal&review articles in,amongst others,European Business and Economic Development(UK);The International Journal ofOrganizatio

215、nal Analysis(USA);Journal of East-West Business(USA);The Economist;The Independent,The Frontier Times,The Publications and the Statistical Yearbooksof UNIDO,etc.His works on the results of the reforms in the emerging markets andhis expertise are used by the IMF and the World Bank.He is Recipient of

216、the Golden Order of the State Council of Republic of Bulgariafor his research and academic achievements in the field of economics and in themanagement of the national economy.He is included in the Eight(from 2005 to 2006)and in the Ninth(from 2006 to 2007)International Editions of Whos Who(WhosWho i

217、n Science and Engineering,Marquis Whos Who,USA),from 2006 to 2007.In2006,he was awarded Doctor Honoris Causa of the Economics Academy of Svichtov,Bulgaria.In 2019,he was awarded Doctor Honoris Causa of the Public Academy ofScience,Education and Culture,Sofia.We currently expect our Senior Advisors t

218、o(i)assist us in sourcing andnegotiating with potential business combination targets and(ii)provide businessinsights when we assess potential business combination targets.In this regard,they will fulfill some of the same functions as our board members.However,theyhave no written advisory agreements

219、with us.Each of our Senior Advisorsindirectly own a pecuniary interest the founder shares held by the sponsor,but isnot currently party to any agreements to receive additional compensation.OurSenior Advisors will not be under any fiduciary obligations to us nor will heperform board or committee func

220、tions.They will also not be required to devote anyspecific amount of time to our efforts or be subject to the fiduciary requirementsto which our board members are subject.Accordingly,if our Senior Advisors becomeaware of a business combination opportunity which is suitable for any of theentities to

221、which they have fiduciary or contractual obligations(including otherblank check companies),they will honor their fiduciary or contractual obligationsto present such business combination opportunity to such entity,and only presentit to us if such entity rejects the opportunity.We may modify or expand

222、 our rosterof advisors as we source potential business combination targets or create value inbusinesses that we may acquire.The past performance of our management team or our Senior Advisors is not aguarantee either(i)of success with respect to any business combination we mayconsummate or(ii)that we

223、 will be able to identify a suitable candidate for ourinitial business combination.You should not rely on the historical record of ourmanagement teams or our boards performance as indicative of our futureperformance.Our officers and directors may have conflicts of interest72025/5/22 10:20sec.gov/Arc

224、hives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm15/268Table of Contentswith other entities to which they owe fiduciary or contractual obligations withrespect to initial business combination opportunities.Fo

225、r a list of our officersand directors and entities for which a conflict of interest may or does existbetween such persons and us,as well as the priority and preference that suchentity has with respect to performance of obligations and presentation of businessopportunities to us,please refer to the t

226、able and subsequent explanatory paragraphunder“ManagementConflicts of Interest.”Our SponsorOur sponsor is a Delaware limited liability company,which was formed onJanuary31,2025,to invest in our company.Although our sponsor is permitted toundertake any activities permitted under the Delaware Limited

227、Liability Company Actand other applicable laws,our sponsors business is focused on investing in ourcompany.Louis Gerken,the Managing Member of FIGX Acquisition Partners LLC,holdsvoting and investment discretion with respect to the securities held of record bythe sponsor.As of the date hereof,other t

228、han Mr.Gerken and our independentdirectors,no other person has a direct or indirect material interest in oursponsor.Mr.Gerken owns membership interests in our sponsor,which currentlyrepresents approximately 100%of the economic interests in our sponsor.The non-managing sponsor investors have expresse

229、d an interest in purchasing non-managingmembership interests in our sponsor,reflecting interests in an aggregate of of the private placement units tobe purchased by our sponsor and an aggregate of foundershares,in a private placement that will close simultaneously with this offering.See“Summary The

230、Offering Private placement units and constituentsecurities.”In addition,our independent directors will each receive,for theirservices as a director,an indirect interest in the founder shares throughmembership interests in our sponsor but will have no right to control the sponsoror participate in any

231、 decision regarding the disposal of any security held by thesponsor,or otherwise.Other than Messrs.and ourindependent directors,none of the other members of our sponsor will participate inour companys activities.Assuming our independent directors and,as describedbelow,all prospective non-managing sp

232、onsor investors are issued membershipinterests in our sponsor,Mr.Gerken will hold%of thesponsor membership interests reflecting indirect interests in the founder sharesand%of the sponsor membership interests reflectingindirect interests in the private placement units.None of the non-managing sponsor

233、investors will hold voting interests in our sponsor nor have any rights to controlour sponsor or to vote or dispose of any securities held by our sponsor and none ofthe sponsor non-managing members have a direct or indirect material interest in oursponsor.The following table sets forth the payments

234、to be received by our sponsor and itsaffiliates from us prior to or in connection with the completion of our initialbusiness combination and the securities issued and to be issued by us to oursponsor or its affiliates:Entity/Individual AmountofCompensationtobeReceivedorSecurities Issued or to be Iss

235、ued Consideration Paidor to be PaidFIGX AcquisitionPartners LLC$10,000 per month Office space,administrative andshared personnelsupport services 3,877,118ClassBOrdinaryShares(1)$25,000 312,470 Private Placement Units to bepurchased simultaneously with the closing ofthis offering(whether or not theun

236、derwriters over-allotment option isexercised in full)(2)$3,124,700(whether or notthe underwritersover-allotmentoption isexercised in full)Up to$300,000 in loans Repayment of loansmade to us tocover offeringrelated andorganizationalexpenses Up to$1,500,000 in working capital loans,which loans may be

237、convertible into privateplacement units at a price of$10.00 per unitat the option of the lender Working capitalloans to financetransaction costsin connection withan initialbusinesscombination Reimbursement for any out-of-pocket expensesrelated to identifying,investigating andcompleting an initial bu

238、siness combination Services inconnection withidentifying,investigating andcompleting aninitial businesscombination82025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm16/268Table of Co

239、ntentsEntity/Individual AmountofCompensationtobeReceivedorSecurities Issued or to be Issued ConsiderationPaid or to bePaidHolders of ClassBordinary shares Anti-dilution protection upon conversion intoClass A ordinary shares at a greater thanone-to-one ratioAnti-dilution protection upon increase ofof

240、fering size pursuant to Rule 462(b)Issuance of theClass A ordinaryshares issuablein connectionwith theconversion of thefounder shares ona greater thanone-to-one basisupon conversionIssuance ofadditional ClassB ordinary sharesif the offeringsize increasesFIGX AcquisitionPartners LLC,ourofficers,direc

241、tors,or ouror theiraffiliates Finders fees,advisory fees,consultingfees or success fees Any services inorder toeffectuate thecompletion of ourinitial business,which,if madeprior to thecompletion of ourinitial businesscombination,willbe paid fromfunds heldoutside the trustaccount_(1)Subject to the no

242、n-managing sponsor investors purchasing,through the sponsor,the privateplacement units allocated to them in connection with the closing of this offering asdescribed below,the sponsor will issue membership interests at a nominal purchase price tothe non-managing sponsor investors at the closing of th

243、is offering reflecting indirectinterests in an aggregate of founder shares held by the sponsor.(2)The non-managing sponsor investors have expressed an interest to purchase,indirectlythrough the purchase of non-managing membership interests,an aggregate of private placement units(whether or not the o

244、ver-allotment is exercised in full)at a priceof$10.00 per unit($in the aggregate)in a private placement that will closesimultaneously with the closing of this offering.The purchase of the non-managing sponsormembership interests is not contingent upon participation in this offering or vice versa.Bec

245、ause our sponsor acquired the founder shares at a nominal price,our publicshareholders will incur immediate and material dilution upon the closing of thisoffering,assuming no value is ascribed to the warrants included in the units.Further,the ClassA ordinary shares issuable in connection with the co

246、nversion ofthe founder shares may result in material dilution to our public shareholders dueto the anti-dilutionrights of our founder shares that may result in an issuance ofClassA ordinary shares on a greater than one-for-onebasis upon conversion.Seethe sections titled“Risk FactorsRisks Relating to

247、 ourSecurities The nominal purchase price paid by our sponsor for thefounder shares may result in material dilution to the implied value ofyour public shares upon the consummation of our initial businesscombination,and our sponsor is likely to make a substantial profit onits investment in us in the

248、event we consummate an initial businesscombination,even if the business combination causes the trading price ofour ordinary shares to materially decline”and“Dilution.”The founder shares will automatically convert into Class A ordinary sharesconcurrently with or immediately following the consummation

249、 of our initial businesscombination or earlier at the option of the holder on a one-for-onebasis,subjectto adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like,and subject to further adjustment as providedherein.In the case that additional ClassA or

250、dinary shares,or any other equity-linkedsecurities,are issued or deemed issued in excess of the amounts sold inthis offering and related to or in connection with the closing of the initialbusiness combination,the ratio at which Class B ordinary shares convert intoClassA ordinary shares will be adjus

251、ted(unless the holders of a majority of theoutstanding ClassB ordinary shares agree to waive such adjustment with respect toany such issuance or deemed issuance)so that the number of ClassA ordinary sharesissuable upon conversion of all Class B ordinary shares will equal,in theaggregate,20%of the su

252、m of(i)the total number of all ClassA ordinary sharesoutstanding upon the completion of this offering(including any ClassA ordinaryshares issued pursuant to the underwriters over-allotmentoption and excludingthe ClassA ordinary shares underlying the private placement units issued to thesponsor),plus

253、(ii)all Class A ordinary shares and equity-linked securitiesissued or deemed issued,in connection with the closing of the initial businesscombination(excluding any shares or equity-linked securities issued,or to beissued,to any seller in the initial business combination and any privateplacement-equi

254、valentwarrants issued to our sponsor or any of its affiliates or toour officers or directors upon conversion of working capital loans)minus(iii)anyredemptions of ClassA ordinary shares by public shareholders in connection with aninitial business combination;provided that such conversion of founder s

255、hares willnever occur on a less than one-for-one basis.See the section titled“SummaryFounder shares conversion and anti-dilution rights.”2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-0

256、2.htm17/26892025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm18/268Table of ContentsIf we raise additional funds through equity or convertible debt issuances,ourpublic shareholders

257、may suffer significant dilution.This dilution would increaseto the extent that the anti-dilutionprovision of the founder shares result in theissuance of ClassA shares on a greater than one-for-onebasis upon conversion ofthe founder shares at the time of our initial business combination.In addition,t

258、he cashless exercise of the public warrants and private placement warrants wouldfurther increase the dilution to our public shareholders.Pursuant to a letter agreement to be entered with us,each of our sponsor,directors and officers has agreed to restrictions on its ability to transfer,assign,or sel

259、l the founder shares and private placement units,as summarized inthe table below.SubjectSecurities ExpirationDate NaturalPersonsandEntitiesSubject to Restrictions ExceptionstoTransferRestrictionsFounder Shares The earlier of(A)one yearafter thecompletion of ourinitial businesscombination orearlier i

260、f,subsequent to ourinitial businesscombination,theclosing price ofthe ClassAordinary sharesequals or exceeds$12.00 per share(as adjusted forshare sub-divisions,sharecapitalizations,reorganizations,recapitalizationsand the like)forany20tradingdayswithin any 30-tradingdayperiod commencingat least150 d

261、ays afterour initialbusinesscombination and(B)the datefollowing thecompletion of ourinitial businesscombination onwhich we completea liquidation,merger,shareexchange or othersimilartransaction thatresults in all ofour shareholdershaving the rightto exchange theirClassA ordinaryshares for cash,securi

262、ties orother property.FIGX Acquisition Partners LLCLouis GerkenJide James ZeitlinMike RollinsDr.Russell ReadReal DesrochersPierre Sauvagnat Transferspermitted(a)to ourofficers,directors orconsultants,any affiliateor familymember of anyof ourofficers,directors orconsultants,any members orpartners oft

263、he sponsor ortheiraffiliates andfunds andaccountsadvised bysuch membersor partners,any affiliatesof thesponsor,orany employeesof suchaffiliates,(b)in thecase of anindividual,asa gift to suchpersonsimmediatefamily or to atrust,thebeneficiary ofwhich is amember of suchpersonsimmediatefamily,anaffiliat

264、e ofsuch person orto acharitableorganization;(c)in thecase of anindividual,byvirtue of lawsof descent anddistributionupon death ofsuch person;(d)in thecase of anindividual,pursuant to aqualifieddomesticrelationsorder;(e)byprivate salesor transfersmade inconnectionwith anyforwardpurchaseagreement ors

265、imilararrangement,in connection2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm19/268with anextension ofthe completionwindow or inconnectionwith theconsummationof a businesscombina

266、tion atprices nogreater thanthe price atwhich theshares orwarrants wereoriginallypurchased;(f)pro ratadistributionsfrom oursponsor to itsrespectivemembers,partners orshareholderspursuant toour sponsorslimitedliabilitycompanyagreement orother charterdocuments;(g)by virtueof the laws ofthe CaymanIslan

267、ds or oursponsorslimitedliabilitycompanyagreementagreement upondissolution of102025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm20/268Table of ContentsSubjectSecurities ExpirationDa

268、te NaturalPersonsandEntitiesSubject to Restrictions ExceptionstoTransferRestrictions our sponsor,(h)in theevent of ourliquidationprior to ourconsummation ofour initialbusinesscombination;(i)in theevent that,subsequent toourconsummation ofan initialbusinesscombination,wecomplete aliquidation,merger,s

269、hareexchange orother similartransactionwhich resultsin all of ourshareholdershaving theright toexchange theirClassAordinary sharesfor cash,securities orother propertyor(j)to anominee orcustodian of aperson orentity to whoma transferwould bepermissibleunder clauses(a)through(g);provided,however,thati

270、n the case ofclauses(a)through(g)and clause(j)thesepermittedtransfereesmust enter intoa writtenagreementagreeing to bebound by thesetransferrestrictionsand the otherrestrictionscontained inthe letteragreements.PrivatePlacementUnits(includingunderlyingsecurities)30 days afterthe completionof our init

271、ialbusinesscombination FIGX Acquisition Partners LLCLouis GerkenJide James ZeitlinMike RollinsDr.Russell ReadReal DesrochersPierre Sauvagnat Same as above,except Cantorshall also bepermitted tomake the sametype oftransfers totheiraffiliates asthe sponsor canmake to itsaffiliates asdescribedabove.Any

272、 units,warrants,ordinary sharesor any othersecuritiesconvertible into,180days FIGX Acquisition Partners LLCLouis GerkenJide James ZeitlinMike RollinsDr.Russell Read Therepresentativein its solediscretion mayrelease any ofthe securities2025/5/22 10:20sec.gov/Archives/edgar/data/2059033/00012139002504

273、6144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm21/268or exercisable orexchangeable for,any units,ordinary shares,founder shares orwarrantsReal DesrochersPierre Sauvagnatsubject tothese lock-upagreements atany time.Oursponsor,officers anddirecto

274、rs arealso subject toseparatetransferrestrictions ontheir foundershares andprivateplacement unitspursuant to theletteragreementdescribedherein.Up to 491,250 of the founder shares will be surrendered for no considerationdepending on the extent to which the underwriters over-allotment option isexercis

275、ed.In addition,in order to facilitate our initial business combination orfor any other reason determined by our sponsor in its sole discretion,our sponsormay surrender or forfeit,transfer or exchange our founder shares,privateplacement units or any of our other securities,including for no considerat

276、ion,aswell as subject any such securities to earn-outs or other restrictions,orotherwise amend the terms of any such securities or enter into any otherarrangements with respect to any such securities.We may also issue Class Aordinary shares upon conversion of the ClassB ordinary shares at a ratio gr

277、eaterthan one-to-one at the time of our initial business combination as a result of theanti-dilution provisions as set forth therein.112025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.

278、htm22/268Table of ContentsPursuant to the letter agreement to be entered with us,each of our sponsor,directors and officers have agreed to a lock-up and restrictions on their abilityto transfer,assign,or sell the founder shares and private placement units andsecurities underlying the private placeme

279、nt units.Further,the sponsor membershipinterests(including the interests held by the non-managing sponsor investors)arelocked up and not transferable because the letter agreement prohibits indirecttransfers.Our letter agreement may be amended without shareholder approval.Such transferrestrictions ha

280、ve been amended in connection with business combinations for certainother special purpose acquisition companies.While we do not expect our board toapprove any amendment to the letter agreement prior to our initial businesscombination,it may be possible that our board,in exercising its business judgm

281、entand subject to its fiduciary duties,chooses to approve one or more amendments tothe letter agreement.While non-managing sponsor investors will not be a direct party to the letteragreement discussed,as a result of their ownership of membership interests in thesponsor,they will be bound by the rest

282、rictions set forth above with respect totheir allocated founder shares,the private placement units and securitiesunderlying the private placement units(including the restriction on transfer oftheir membership interests because the letter agreement prohibits indirecttransfers).However,the non-managin

283、g sponsor investors will not be subject totransfer restrictions or a lock-up agreement on any public units,public ClassAordinary shares or public warrants that they may purchase in this offering orthereafter.See“Principal ShareholdersRestrictions on Transfers ofFounder Shares and Private Placement U

284、nits.”Business Strategy&Competitive StrengthsOur acquisition and value creation strategy will be to identify,acquire and,afterthe initial business combination,build a company in the FIG sector,whichcomplements the experience of our management team,and which can benefit from theirmanagement and opera

285、ting expertise.In addition to leveraging our managementteams,boards,and advisors networks of proprietary and public transactionsources,where we believe the combination of our relationships,knowledge andexperience could affect a positive transformation or augmentation of an existingbusiness to improv

286、e its value proposition,we also plan to use the followingcompetitive strengths to our advantage in the search and combination process:extensive experience in both investing in and operating across the FIGsector;experience in sourcing,structuring,acquiring,operating,developing,growing,financing and s

287、elling businesses;relationships with sellers,financing providers and target managementteams;andexperience in executing transactions in the FIG sector under varyingeconomic and financial market conditions.We expect these networks will provide our management team with a robust flow ofbusiness combinat

288、ion opportunities.In addition,we anticipate that target businesscandidates will be brought to our attention by various unaffiliated sources,whichmay include investment market participants,private equity groups,investmentbanking firms,consultants,accounting firms and large business enterprises.Uponco

289、mpletion of this offering,members of our management team will communicate withtheir networks of relationships to articulate the parameters for our search for atarget company and a potential business combination and begin the process ofpursuing and reviewing potentially interesting leads.Our Investme

290、nt ThemesWealth and asset managers have a vast array of investment options to addressprevailing investment climates.Their underlying clients represent family officesand high net worth individuals(HNWIs),fund of funds,endowments and foundations,pension funds,sovereign wealth funds(SWFs),and insurance

291、 companies.Theircurrent interest in underlying investment strategies has evolved considerably fromthe historic 60:40(equity:fixed income)allocation and collectively includes awide variety of investment options to construct personalized portfolios.Furthermore,these constructs now present a variety of

292、 investment structures,including but not limited to ETFs,mutual funds,separately managed accounts(SMAs),internal funds,perpetual funds,secondary funds,and co-investment funds.122025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/dat

293、a/2059033/000121390025046144/ea0235996-02.htm23/268Table of ContentsCollectively,FIGX senior management,board of directors and advisors havesuccessfully managed and/or advised many of these investment strategies over aseries of investment cycles.Summarized below are a current list of investmentstrat

294、egies and the percentage of investors participating in each strategy:Multi-asset IntegrationThe global wealth management business in 2023 was estimated at$128trillion inAssets Under Management(“AUM”),and estimated to grow at an 5.9%CAGR over thenext fiveyears,and even more rapidly in sub-classes,inc

295、luding,but not limitedto alternative assets.Estimates project the sector to grow to$171trillion by2028.In 2023 the sector was estimated to consist of 15,396 firms and 321,000financial advisors.In 2022,approximately 48%of the collective market was managedby U.S.-headquartered managers.We believe the

296、intersection and trends of wealthmanagement,asset management,alternative asset management,specialty finance,Fintech,and enabling IT/AI application trends summarized below will promotesignificant investment opportunities.Moreover,the regulatory and complianceoversight in place should prove to be inve

297、stor friendly to the capital markets andM&A markets for the foreseeable future providing favorable market dynamics.Basedon managements internal research,when traditional asset managers integratealternative assets into their portfolio allocation strategies,they begin to see ameasurable increase in th

298、eir enterprise values,particularly as they approach the15%efficient frontier threshold.Collectively,we feel confident in investing andcreating value in the FIG space given our successful investments in the past overnumerous business and investment cycles.Wealth ManagementTypically,one selects a weal

299、th management firm to focus on growing and preservingwealth over the long term,for a holistic view of a clients finances,to helpclients with a variety of financial topics,and include services like investmentmanagement,tax planning,and estate planning.As such,clients will primarilychoose wealth manag

300、ers if they want a more comprehensive financial plan.Wealthmanagement and asset management do overlap,but they are distinct disciplines withdifferent focuses.The wealth management industry presents compelling opportunitiesgiven the rapid changes and shift to independence that the industry has experi

301、encedin132025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm24/268Table of Contentsthe last few years.Historically,wealth management has been provided throughlarger investment banks,a

302、s well as banks and insurance-owned businesses.Over thelast decade,distribution,services,and solutions have shifted away from thelarger legacy players to independent advisors,giving clients more options,including services geared toward tax optimization and inheritance planning.Technology and trading

303、 capabilities used to be barriers to entry.Brokerstraditionally relied on back-office systems and needed trading and compliancecapabilities from larger firms.Those legacy systems now appear relativelyantiquated and bulky,are not customizable,and suppress advisors ability todeliver tailored solutions

304、 for their clients.Trading can now be done through anyplatform and no longer needs to be captive.Clients have access to moreinformation,giving them more options when choosing a wealth management provider.Open architecture and independence have led to both new entrants coming to themarket as well as

305、smaller players,particularly in the Registered InvestmentAdvisor(“RIA”)space,taking market share from the larger incumbents.In mostcases,these new entrants are tech-enabled and offer next-generation products andsolutions to a growing universe of consumers in a highly attractive addressablemarket.The

306、 marketplace is now better equipped and more comfortable,embracingfinancial services delivered in a less than historically traditional manner.Finally,succession issues in the sector are a primary catalyst leading toconsolidation in the industry,where firms seek via alternatives to monetizegeneration

307、al ownership to successor management teams.Based on our longstandingexperience in the industry,we feel that these trends will generate a number ofattractive investment opportunities.Asset ManagementIn general,asset management differs from wealth management in that it focuses ongrowing investments an

308、d maximizing returns,uses a technical approach to manageinvestment portfolios,and helps clients with specific investment-relatedquestions.Typically,one chooses an asset management advisor if you want to focuson investments.Wealth management and asset management do overlap,but they aredistinct discip

309、lines with different focuses.The asset management industry isundergoing significant change facing pressure from multiple directions.On-goingmargin pressure across the sector is a key driver for consolidation as managersseek to broaden their capability set as well as to reduce costs.As fee rates have

310、continued to decline amidst the shift to passive strategies,the regulatory burdenhas increased and shelf space has consolidated,it has become clear that size andscale are needed for players to be successful.Retail and institutional clientsseek bigger and more stable platforms with a history of produ

311、cing top-ratedproducts.Further,many of the largest managers have adopted a one-stop-shopapproach providing clients investment opportunities across market segments whileleveraging the synergies and scale that larger firms can provide.While in-demandproducts such as ETFs,interval funds,managing insura

312、nce company assets,as wellas alternatives have generated significant inflows,core active traditionalproducts have been uninsulated from the continued growth of passive strategies.With that in mind,we expect to see significant consolidation within thetraditional asset management space.We believe that

313、 there are significant tailwindsfor consolidation as managers will seek scale to facilitate recruiting best-in-class talent,rationalizing costs and leveraging distribution by offering more highperforming products where they have the deepest relationships.Alternative managershave seen consistent grow

314、th in AUM inflows across products,with yield-seekinginvestors significantly increasing their allocations to alternatives and seekinginnovative solutions-oriented approaches from private markets managers.Thus,it isa tale of two sectors,as alternative asset management offers an excellentopportunity to

315、 invest in a fast-growing sector with secular tailwinds,whereastraditional asset management provides the opportunity to access value throughsynergies and scale.We believe the intersection of these trends will promotesignificant opportunities.We feel confident in investing and creating value in theas

316、set management space given our successful investments in the past.Alternative AssetsAlternative assets are a type of asset that can be managed through alternativeasset management.Alternative assets are financial assets that do not fit intotraditional investment categories(i.e.,equities,fixed income,

317、ETFs,mutualfunds,etc.).In 2024,alternative assets which in the aggregate compriseapproximately 15%of global total AUM,include but are not limited to investmentsin PE,VC,direct debt,real estate,infrastructure,secondaries,absolute returns,commodities,real assets,and digital assets.Alternative managers

318、 have seenconsistent growth in AUM inflows across products,with demand for diversification,demand for higher yields,and growing demand from retail investors have been theprimary growth drivers.yield-seeking investors significantly increasing theirallocations to alternatives and seeking innovative so

319、lutions-oriented approachesfor investors seeking access to private markets managers.Thus,alternative assetmanagement offers an excellent opportunity to invest in a fast-growing sector withsecular tailwinds.142025/5/22 10:20sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htmhttps:

320、/www.sec.gov/Archives/edgar/data/2059033/000121390025046144/ea0235996-02.htm25/268Table of ContentsWe believe the intersection of asset managers and alternative manager trends willpromote significant opportunities.Based on published research by CAIA Association,when asset managers integrate alternat

321、ive assets into their portfolio allocationstrategies,typically reaching a 15%efficient frontier threshold,they begin tosee a measurable increase in their enterprise values.We feel confident ininvesting and creating value in the alternative asset sector given our successfulinvestments in the past.In

322、addition,the traditional asset and private wealth sector managers are likely tobecome mere distributors of alternative managers products for their retailclients.As such,the standard management fee is likely to be a 5%entry fee,plus2%annual management fee for the additional asset manager,and 1.5%entr

323、y fee plus20%annual management fee,respectively for the alternative manager.Alternativeasset funds will likely create co-branded investment funds or massive managedaccounts with traditional asset managers that will widen investors ownership ofunlisted assets.Leading publicly listed alternative asset

324、 managers includePartners Group,Blackstone,Apollo,KKR&Co.,Carlyle,TPG,and Ares Management.Specialty FinanceIn 2023,the Specialty finance market in the U.S.was estimated at approximately$20 trillion.The market has nearly doubled in size the last five years,andprojected to double again by 2029.Growth

325、has been spurred by tighter bankregulations,IT advancements,a shift of financing activity into a newer ecosystemdominated by non-bank financial institutions,a willingness to address thefinancing needs of complex or underbanked segments of the market,and people arelooking for diversification away fro

326、m corporate credit risk.Specialty financerefers to non-traditional financing solutions that go beyond the scope ofconventional banks.It involves a variety of financial products,including privatedebt,which provides capital to businesses through mechanisms like asset-basedlending,revenue-based financi

327、ng,and more.Specialty finance serves consumers andbusinesses that do not have access to traditional banking.This includes startups,small businesses,and borrowers with limited or poor credit history.It includesconsumer finance such as mortgages,personal loans,credit cards,student loans,home improveme

328、nt loans,and solar loans,commercial finance such as equipment-basedlending,aircraft leasing,commercial real estate finance,infrastructure finance,and litigation finance,royalty streams,and structured settlements.Sector leadersinclude Global Payments,Worldpay,PayPal,Square,Stripe.In the specialty fin

329、ancesector,we see many attractive investment areas where we could leverage our decadesof experience.For example,legacy institutions that have been slower to adopttechnology are now exiting the small business lending space,while newer technologycompanies have started to engage in small business lendi

330、ng and offer other productsthat were once only sold by big banks.As regulatory costs have continued toincrease,more and more companies have decided to exit this market.A massiveundeserved market of consumers and small business owners need access to credit,which has been exacerbated in recentyears.Go

331、ing forward,we believe the bestbusinesses in space are those focused on solid underwriting and credit evaluationand use technology to enhance their core mission versus the other way around.Structural shifts within the specialty finance industry will continue to createconsolidation opportunities for

332、stronger players,especially tech-enabledparticipants using next-generation analytics and intelligence to develop sourcing,underwriting and customer experience tools.FintechThe global fintech market was valued at$340.10 billion in 2024.The market isprojected to be worth$394.88 billion in 2025 and rea

333、ch$1,126.64 billion by 2032,exhibiting a CAGR of 16.2%during the forecast period.Key trends leading to thisgrowth include mobile payments,blockchain and cryptocurrencies,open banking,andAI/Machine Learning.Fintech applications are providing efficient automation ofprocesses,leveraging big data analytics and user-friendly digital platforms forclient interaction to make informed investment decisions