FIGX Capital Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 36 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Louis Gerken 74 Chief Executive Officer and Chairman Jide James Zeitlin 62 Vice Chairman of the Board Mike Rollins 54 Chief Financial Officer Marc Holzman 66 Director Real Desrochers 79 Director Pierre Sauvagnat 68 Director The experience of our directors and executive officers is as follows: Louis Gerken , has served as our Chief Executive Officer and Chairman since inception, and has significant experience in financial services executive leadership, corporate strategy, M&A, capital markets and asset/wealth management. Mr. Gerken founded SF Bay Area-based Gerken Capital Associates (“GCA”) in 1989. GCA is an alternative asset fund management firm focusing on emerging markets. Collectively, global funds managed/advised with co-anchors include the PRC (Polaris Group, China Merchant Securities, Pacific Century Group, WI Harper and GCC Capital), Japan (Kagayagi Forex), 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, Baystar II, GCA Catalyst and Darwin Capital), and the European Union (Reuters VC, Danske Bank, HealthCap, ETF, and AC Private Equity). Underlying investment strategies have included VC and PE funds, infrastructure and PIPE funds, hedge funds, SPACs, forex funds, and long-only equity and fixed-income funds. Funds have been structured as primary funds, fund of funds, separately managed accounts, and direct investments. GCA’s investment track record spans over five decades where it has performed with top quartile performance. Separately, GCA’s M&A advisory services are performed via the firm’s Alliance Business Unit. GCA Alliance collectively includes over 100 international corporate finance, M&A, project finance, valuation and fairness opinion transactions. Mr. Gerken’s current activities include Chairman of the Board of Directors and CEO to our company, and Chief Investment Officer to the SMA Alternative Assets LLC since 1989. Most recently, Mr. Gerken was a member of the board of directors of CBZ Holdings Limited, a South African listed bank holding company where he Chaired the IT Committee, and was a member of the audit committee and risk and strategy committee from 2020 to 2024. Prior to that, Mr. Gerken was an Managing Director and Group Head of Prudential Securities Technology Investment Banking from 1986 to1989; a partner to the Prudential Securities VC Funds (“Prutech”) from 1983 to1986); investment committee member to Montgomery Securities’ Venture Capital in1983; Vice President and Head of Wells Fargo Venture Capital from 1981 to 1983); Founder and CEO of TCG International, a telecommunications consulting engineering practice from 1978 to 1981; VP/Research Analyst & Portfolio Manager to London-based GT Capital Management from 1976 to 1978; and Investment Officer and Research Analyst with the Bank of California Trust Department from 1974 to 1976. Mr. Gerken has been a frequent speaker at investment industry conferences, including guest appearances on CNBC and Bloomberg. He has authored numerous articles, press reports, and white papers on investments and economic topics, including The New York Times, Barron’s, Fortune, Reuters, Euromoney, Dow Jones, Institutional Investor, Financial Times, HFM Week, Sueddeutsche Zeitung, The Wall Street Transcript, The Wall Street Journal, and Fund Strategy. Mr. Gerken is the author 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 Systematic Integration. 37 Mr. Gerken’s non-profit activities include prior Board of Trustee of the Buck Institute, the global epicenter for age-related chronic disease research, and prior Chair of the Film Institute of Northern California (“FINC”). He received an MBA in finance from the Southern Methodist University Graduate School of Business, an MBA in international finance from Arizona State University, and a bachelor’s degree in economics from the University of Redlands. Mr. Gerken achieved Chartered Financial Analyst (“CFA)” Level Certification, is a prior NASD Broker/Dealer, and previously held FINRA Series 7, 24, & 63 licenses. Mr. Gerken is well qualified to serve as a member of our Board of Directors due to five decades of experience originating, managing and/or advising global FIG sector funds. Jide Zeitlin , has served as the Vice Chairman of the Board since inception. He has been serving as the Chairman of the board of directors of Keffi Group Family Office since January 2006 and is a director nominee for MSM Frontier Capital Acquisition Corp., which is in the process of completing its initial public offering. Prior to that, he was Co-Chief Executive Officer and Co-Chairman of the board of directors of bleuacacia ltd, a Nasdaq listed SPAC from 2021 to 2024, which liquidated in November 2024 without completing a business combination. Previously, Mr. Zeitlin served as the Chairman and Chief Executive Officer of Tapestry, Inc. (NYSE: TPR), the S&P 500 and Fortune 500 luxury global retailer that is the parent company for the Coach, Kate Spade, and Stuart Weitzman brands, from 2006 to 2020. Mr. Zeitlin initiated and led a substantial strategic transformation of Tapestry, Inc. and, in addition to his role as CEO of Tapestry, Inc., also served as CEO of the Coach brand. Mr. Zeitlin was previously a partner at The Goldman Sachs Group, Inc. from 1983 to 2006 in their Mergers & Acquisitions Department, and was Global Chief Operating Officer of Goldman Sachs’ investment banking business. He served as a founding director and then as Chairman of the Nigeria Sovereign Investment Authority (“NSIA”), Nigeria’s sovereign wealth fund, from 2011 to 2021. For over two decades, Mr. Zeitlin has been an active member of numerous billion-dollar endowment and foundation investment committees. He has either been chairman or a member of investment committees at Amherst College, Doris Duke Charitable Foundation, Milton Academy, and Teach for America. He also served on the board of Affiliated Managers Group, a $600 billion in assets under management publicly traded asset management company. Mr. Zeitlin received an A.B. from Amherst College and an MBA from Harvard Business School and is the Chairman Emeritus of Amherst College. Mr. Zeitlin is well qualified to serve as a member of our Board of Directors due to extensive domestic and international experience serving in executive management positions with listed S&P 500 firms, sovereign wealth funds, and privately-held companies. Mike Rollins , has served as our Chief Financial Officer since inception. He has served as Partner and Chief Operating Officer of Calabrese Consulting, a financial accounting and consulting firm, since 2019. Calabrese has provided financial reporting services for SPACs since its inception in 2013. Mr. Rollins has served as Chief Financial Officer, Chief Executive Officer, and Chief Operating Officer for several public and private companies, including Siddhi Acquisition Corp and Oyster II Acquisition Corp since 2024. Marc Holtzman , has served as a member of our Board of Directors since November 2025. Mr. Holtzman is an experienced executive officer with a demonstrated history of working in the banking industry. Mr. Holtzman has strong business development professional skilled in nonprofit organizations, business planning, asset management and fundraising. He has been serving as a member of board of directors of TTEC Holdings, Inc. (NYSE:TTEC) since 2014. He has also been a board member of Rwanda Capital Markets Authority since 2023, and a member of board of directors of the Zimbabwe Sovereign Wealth Fund since 2024. Prior to that, he was a Board Chairman of CBZ Holdings Limited from 2019 to 2023, Board Chairman of Astana Financial Services Authority from 2017 to 2023, and Board Chairman of BK Group from 2009 to 2023. Mr. Holtzman served as CEO for KazKommerts Bank from 2016 to 2017, Board Chairman of KazKommerts Bank from 2015 to 2016, Vice Chair to Barclays Capital from August 2008 to September 2013, and Vice Chair to ABN AMRO Bank N.V. from 2006 to 2008. Mr. Holtzman was President to University of Denver from 2003 to 2005 and was Secretary of Technology to State of Colorado from 1999 to 2003. Mr. Holtzman received his Bachelor of Arts in Economics from Lehigh University from 1978 to 1983. Mr. Holtzman is well qualified to serve as a member of the Board of Directors due to his extensive domestic and international experience in senior management positions with both listed and privately held FIG sector companies. 38 Real Desrochers , has served as a member of our Board of Directors since June 2025. He is an advisor to global alternative asset fund managers with expertise in portfolio management, strategic asset allocation, and specialty in portfolio construction. He specialized in alternative assets such as private equity, credit and built team of alternative asset managers. He has been serving as an Advisory Director at Windlair since 2023, a member of the board of directors of Semios since 2021and co-chair of the board of directors of California Clean Technology since 2012. In addition, Mr. Desrochers served as Managing Director of CITIC Private Equity Funds Management Co Ltd (“CITICPE”) in Beijing China from 2017 to 2021; Managing Investment PE Director of CalPERS from 2011 to 2017; Chief Investment Officer of Sanabil Investments, the investment arm of the Saudi Arabia’s Public Investment Fund from May 2010 to June 2011; Director of Alternative Investments of CalSTRS from 1998 to 2010; Vice President of International Investments for Caisse de dépôt et placement du Québec (“CDPQ”) in Montreal Canada from 1988 to 1998. He received an MBA from Finance Universite Laval in 1988. Mr. Desrochers is well qualified to serve as a member of our Board of Directors due to his extensive domestic and international experience serving in senior investment roles with public pension funds, sovereign wealth funds, and privately held investment companies. Pierre Sauvagnat , has served as a member of our Board of Directors since June 2025. He is a global financial executive with over 40 years of experience in all aspects of Investments, trading and asset liability management, with particular interest and award-winning skill in private equity as well as a track record serving on different board of directors and investment committees. He is currently serving as the managing partner of SAVAGNAT family office since January 2023. Most recently, he served as the CEO of Patrium Associates from 2022 to 2023. Prior to that, he was Senior Vice President of Financial Markets & Treasury at Banque Cantonal Geneva from 2009 to 2022, where he also served as Chief Investment Officer overseeing the bank’s proprietary portfolio; a member of the Investment Committee to the European Organization for Nuclear Research Pension Fund from 2012 to 2018; a member of the board of directors of Chempap Inc. from 2013 to 2017); a member of the Board of Trustees of American University of Paris from 2010 to 2014; Head of Business Development at Nova Capital from 2007 to 2009; and Managing Director of Credit Agricole CIB from 1985 to 2005. He received an EMBA degree from IE Business School in Madrid in 1991, an International BA from The American University of Paris in 1983, and attended Franklin College in Lugano, Switzerland. Mr. Sauvagnat is well qualified to serve as a member of our Board of Directors due to his extensive international experience serving in senior investment positions with both listed and privately held financial companies. Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Our Senior Advisors Hugh McClung has been a seasoned business executive with over 25 years of experience in venture investment, startup management, and acquisition and strategic alliances. Currently, Mr. McClung serves as Senior Advisor to Gerken Capital Associates since 1989. Prior to this, he served as CEO to China Broadband Network from 2001to 2002, Board Chairman of IWC from 1991 to1998. He was Founder and Board Chairman to Prudential Securities Venture Capital from 1983 to 1986. He served as vice 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 received an MBA from University of Washington and a BA in Economics in 1973. Mr. McClung Co-Authored White Papers Investing in Southern Africa: A PE/VC Perspective and AI Advantage: Transforming Asset Management. George Bristol has executive management and board member experience providing management consulting, advisement on mergers & acquisitions, and private placements of Securities. Mr. Bristol served as Senior Advisor to Digital Commerce Acquisition Corp., a blank check company, in its proposed $100 million of initial public offering in 2020. From November 2013 to November 2023, Mr. Bristol was a member of board of directors and the chairman of the audit committee for NextGen Healthcare, which was a publicly traded healthcare software systems provider to medical groups and 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 to which, he was managing director for Crowell, Weeden & Co. from 2007 to 2011. He was CFO to Vantis Capital Management from 2002 to 2006. He was partner to Ernst & Young from 1993 to 2000. He was managing director to Investment Banking Prudential Securities from 1983 to 1992. He received a MBA from Harvard Business School in1974) and a BA in Economics from University of Michigan in 1970. 39 Rt. Hon. Mark Simmonds has served as Senior Advisor to Gerken Capital Associates since 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 2016 to 2023. He is Chairman of Forever Learn Digital Education Platform since 2020 and Senior Global Advisor to Sidara since 2024. Previously, he served as the Foreign & Commonwealth Office Minister in the UK Government from 2012 to 2014 with responsibilities for Africa, the Caribbean, UK Overseas Territories, International Energy and Conflict Prevention and worked closely with UK Export Finance. He served as a Member of the UK Parliament for 14 years between 2001 and 2015. He focused on driving and facilitating inward investment into Africa and the Commonwealth across a range of key economic sectors including healthcare, technology, education, financial services, infrastructure, energy & agriculture. He has wide ranging knowledge of the economic and political composition of African Governments, countries and regions. He chaired the UN Security Council on two occasions in 2013 and 2014. He also has roles with not-for-profit organizations, including Honorary Vice President of Flora & Fauna since 2015. He is a Trustee of the British Institute in East Africa since 2017, a board member of Engender Health since 2017, and a Member of his Majesty’s Privy Council since 2014. He received Bsc Honors at Nottingham Trent University, and Worksop College. Dr. Dimitar Ivanov has been an international investment strategist with over 40 years of experience as a macroeconomist and leading consultant in the emerging markets with a distinguished record in M&A and project finance. Currently, Dr. Ivanov serves as Senior Advisor to Gerken Capital Associates since 2009. Dr. Ivanov is a Consultant to Central Eastern European Strategic Investments since January 1990. He served as Senior Economic Advisor to President of Bulgaria International Economic Advisory Board from 2002 to 2007. He also served as Senior Strategic Advisor to Bank Austria from 1996 to 2010. Dr. Ivanov was also Senior Economic Advisor to the UN Industrial Development Organization (“UNIDO”) from 1980 to 2000, and in this capacity advised the Governments of Moldova from 1995 to 1996, Azerbaijan from 1996 to 1998, and Ukraine from 1999 to 2000. He was an Associate Professor at Sheffield Business School from 1992 to 2003, a Visiting Professor at Warwick Business School from 1991 to 1992, a Senior Research Associate to the Institute of Economics Bulgarian Academy of Sciences from 1976 to 1992, a Senior Economic Advisor to the Parliament of Republic of Bulgaria from 1989 to 1991, and a Senior Economic Advisor to the State Council of Republic of Bulgaria from 1985 to 1989. Dr. Ivanov received a Doctoral Fellowships at the Tokyo Stock Exchange and Tokyo University in 1990; Dr. Ivanov served as Senior Advisor at the Institute of Political Sciences (“Sci-Po”), Paris from 1983 to 1985 and served as Senior Advisor at the University Paris-IX Dauphine from 1983 to 1985. Dr. Ivanov was a Member of the Editing Board of Le Monde Diplomatique from 2003 to 2006, and a Member of the Editorial Board of the U.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 and cycles; foreign investment climate; Eastern European reforms, public policy. He has contributed chapters to many international volumes and has published six books and more than 420 papers, including journal & review articles in, amongst others, European Business and Economic Development (UK); The International Journal of Organizational Analysis (USA); Journal of East-West Business (USA); The Economist; The Independent, The Frontier Times, The Publications and the Statistical Yearbooks of UNIDO, etc. His works on the results of the reforms in the emerging markets and his expertise are used by the IMF and the World Bank. He is Recipient of the Golden Order of the State Council of Republic of Bulgaria for his research and academic achievements in the field of economics and in the management 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 Who’s Who (Who’s Who in Science and Engineering, Marquis Who’s Who, USA), from 2006 to 2007. In 2006, 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 of Science, Education and Culture, Sofia. 40 Our Senior Advisors (i) assist us in sourcing and negotiating with potential Business Combination targets and (ii) provide business insights when we assess potential Business Combination targets. In this regard, they fulfill some of the same functions as our Board of Directors. However, they have no written advisory agreements with us. Each of our Senior Advisors indirectly own a pecuniary interest in the Founder Shares held by the Sponsor, but is not currently party to any agreements to receive additional compensation. Our Senior Advisors are not under any fiduciary obligations to us nor do they perform Board or committee functions. They also are not required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our Board of Directors are subject. Accordingly, if our Senior Advisors become aware of a Business Combination opportunity that is suitable for any of the entities to which they have fiduciary or contractual obligations (including other blank check companies), they honor their fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of Senior Advisors as we source potential Business Combination targets or create value in businesses that we may acquire. Number and Terms of Office of Officers and Directors Our Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The term of office of the first class of directors, which consists of Real Desrochers, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Marc Holtzman and Pierre Sauvagnat, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Louis Gerken and Jide Zeitlin, will expire at the third annual general meeting. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. Committees of the Board of Directors Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Audit Committee Our Board of Directors has established the Audit Committee. Pierre Sauvagnat, Marc Holtzman and Real Desrochers serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Pierre Sauvagnat, Marc Holtzman and Real Desrochers are each independent. Pierre Sauvagnat serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Pierre Sauvagnat qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 41 We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee Our Board of Directors has established the Compensation Committee. The members of our Compensation Committee are Marc Holtzman and Real Desrochers. Marc Holtzman serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Marc Holtzman and Real Desrochers are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; 42 ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter provide that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee considers the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Pierre Sauvagnat, Marc Holtzman and Real Desrochers. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders will not have the right to recommend director candidates for nomination to our Board of Directors. 43 Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. Trading Policies On June 26, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. Item 11. Executive Compensation. Our Chief Financial Officer provides accounting services to us at a monthly rate of $3,000, which commenced on September 1, 2025, pursuant to the Consulting Agreement. For the period from February 20, 2025 (Inception) through December 31, 2025, we incurred $18,000 in fees for these services, including $6,000 for work done before the effective date of the Consulting Agreement. Other than the fees paid pursuant to the Consulting Agreement, none of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor, pursuant to the IPO Promissory Note to cover offering-related and organizational expenses; ● reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor, in an amount equal to $10,000 per month, pursuant to the Administrative Service Agreement; ● Payment of consulting, success or finder fees to our independent directors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. 44 After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Recovery and Clawback Policy On June 26, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 9, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 19,385,588 Ordinary Shares, consisting of (i) 15,508,470 Class A Ordinary Shares and (ii) 3,877,118 Class B Ordinary Shares, issued and outstanding as of March 9, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. 45 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Percentage of Total Outstanding Ordinary Shares FIGX Acquisition Partners LLC (2)(3) 312,470 8.06 % 3,877,118 100 % 21.61 % Louis Gerken 312,470 8.06 % 3,877,118 100 % 21.61 % Jide Zeitlin — — — — — Mike Rollins — — — — — Marc Holtzman — — — — — Real Desrochers — — — — — Pierre Sauvagnt — — — — — All officers and directors as a group (5 persons) 312,470 8.06 % 3,877,118 100 % 21.61 % Other 5% Shareholders Picton Mahoney Asset Management (4) 1,000,000 6.45 % — — 5.16 % Meteora Capital Parties (5) 922,641 5.95 % — — 4.76 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o FIGX Capital Acquisition Corp., 428 Greenwood Beach Road, Tiburon, CA 94920. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) FIGX Acquisition Partners LLC, our Sponsor, is the record holder of 3,877,118 Founder Shares. Louis Gerken is the managing member of our Sponsor, FIGX Acquisition Partners LLC, and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Louis Gerken disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. All of our officers and directors are members of our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) According to a Schedule 13G filed with the SEC on August 6, 2025 by Picton Mahoney Asset Management, a Canadian limited liability company (“Picton Mahoney”). The principal business address of each of the Picton Mahoney is 33 Yonge Street, #320, Toronto, ON M5E 1G4, Canada. (5) According to a Schedule 13G/A filed with the SEC on February 13, 2026 by (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) and (ii) Vik Mittal, a citizen of the United States (“Mr. Mittal”, together with Meteora Capital, the “Meteora Capital Parties”), in connection with Public Shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”). Mr. Mittal serves as the Managing Member of Meteora Capital, with respect to the Public Shares held by the Meteora Funds. The principal business address of each of the Meteora Capital Parties is 1200 N Federal Hwy, #200, Boca Raton, FL 33432. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. 46 Item 13. Certain Relationships and Related Transactions, and Director Independence. On February 27, 2025, our Sponsor paid $25,000, or approximately $0.006 per share, to cover certain of our offering costs in the Initial Public Offering in exchange for 3,877,118 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 15,065,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding Ordinary Shares after the Initial Public Offering (not including the Private Placement Shares). Up to 491,250 of the Founder Shares were to be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised. On June 30, 2025, the Underwriters fully exercised their Over-Allotment Option and such 491,250 Founder Shares are no longer subject to forfeiture. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Unis Purchase Agreements, we completed the private sale of an aggregate of 443,470 Private Placement Units to our Sponsor and Cantor in the Private Placement at a purchase price $10.00 per Private Placement Unit generating gross proceeds to our Company of $4,434,700. Of those 443,470 Private Placement Units, (i) the Sponsor purchased 312,470 Private Placement Units and (ii) Cantor purchased 131,000 Private Placement Units. The Private Placement Units (and the underlying securities) are identical to the Public Units (and the underlying securities) sold in the Initial Public Offering except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and the underlying securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, are not exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. Commencing on June 27, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the period from February 20, 2025 (inception) through December 31, 2025, we incurred $60,000 in fees for these services. As of December 31, 2025, we owned the Sponsor $1,943 related to these services, which is included in the “Due to related party” line item of the balance sheet of the financial statements included elsewhere this Report. Prior to the closing of the Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and are due at the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $109,918 was fully repaid upon the consummation of our Initial Public Offering on June 30, 2025. No additional borrowing is available under the IPO Promissory Note. In addition, to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025, we did not have any borrowings under any Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. We have until the end of the Combination Period or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to extend the Combination Period. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes, other than excise taxes, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. 47 Our Chief Financial Officer provides accounting services to us at a monthly rate of $3,000, which commenced on September 1, 2025, pursuant to the Consulting Agreement. For the period from February 20, 2025 (Inception) through December 31, 2025, we incurred $18,000 in fees for these services, including $6,000 for work done before the effective date of the Consulting Agreement. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor, including pursuant to the IPO Promissory Note issued to our Sponsor, repayments of any Working Capital Loans prior to our initial Business Combination and payments pursuant to the Consulting Agreement and Administrative Services Agreement are made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.” Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Pierre Sauvagnat, Marc Holtzman and Real Desrochers are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. 48 Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from February 20, 2025 (inception) through December 31, 2025 totaled $117,520. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from February 20, 2025 (inception) through December 31, 2025. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from February 20, 2025 (inception) through December 31, 2025. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period from February 20, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 49 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statement: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from February 20, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from February 20, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from February 20, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-20 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 50 FIGX CAPITAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statement: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from February 20, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from February 20, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from February 20, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-20 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of FIGX Capital Acquisition Corp.: Opinion on the Financial Statements We have audited the accompanying balance sheet of FIGX Capital Acquisition Corp. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from February 20, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period February 20, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2025. New York, New York March 9, 2026 PCAOB Number 100 F- 2 FIGX CAPITAL ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 Assets: Current assets Cash $ 905,141 Prepaid expenses 71,838 Total current assets 976,979 Long-term prepaid expenses 33,919 Investments held in Trust Account 153,708,127 Total Assets $ 154,719,025 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: Accrued expenses $ 17,860 Accrued offering costs 85,000 Due to related party 1,943 Total current liabilities 104,803 Deferred Underwriting Fee payable 6,419,000 Total Liabilities 6,523,803 Commitments and Contingencies Class A Ordinary Shares subject to possible redemption, 15,065,000 shares at a redemption value of $ 10.20 per share 153,708,128 Shareholders’ Deficit Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; 443,470 issued and outstanding (excluding 15,065,000 Class A ordinary shares subject to possible redemption) 44 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 3,877,118 shares issued and outstanding 388 Additional paid-in capital (1) — Accumulated deficit ( 5,513,338 ) Total Shareholders’ Deficit ( 5,512,906 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 154,719,025 (1) Included up to 491,250 of the Founder Shares that were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised (Note 5). On June 30, 2025, the Company consummated the Initial Public Offering of 15,065,000 units at $ 10.00 per unit, which included the full exercise of the Over-Allotment Option, and the 491,250 Founder Shares were no longer subject to forfeiture. The accompanying notes are an integral part of this financial statement. F- 3 FIGX CAPITAL ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM FEBRUARY 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Formation and general and administrative costs $ 397,240 Loss from Operations ( 397,240 ) Other income (expenses): Interest earned on investments held in Trust Account 3,058,127 Share-based compensation expense ( 164,499 ) Total other income, net 2,893,628 Net income $ 2,496,388 Basic and diluted weighted average non-redeemable Class A Ordinary Shares outstanding 9,087,766 Basic and diluted net income per non-redeemable Class A Ordinary Shares $ 0.20 Basic weighted average non-redeemable Class B Ordinary Shares outstanding (1) 3,598,253 Basic net income per non-redeemable Class B Ordinary Shares $ 0.20 Diluted weighted average non-redeemable Class B Ordinary Shares outstanding (1) 3,739,057 Diluted net income per non-redeemable Class B Ordinary Shares $ 0.20 (1) Excluded up to 491,250 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters (Note 5). The accompanying notes are an integral part of this financial statement. F- 4 FIGX CAPITAL ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM FEBRUARY 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares (1) Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of February 20, 2025 (inception) — $ — — $ — $ — $ — $ — Class B Ordinary Shares issued to Sponsor — — 3,877,118 388 24,612 — 25,000 Sale of Private Placement Units 443,470 44 — — 4,434,656 — 4,434,700 Fair value of Public Warrants at issuance — — — — 1,438,708 — 1,438,708 Allocated value of transaction costs to redeemable Class A Ordinary Shares — — — — ( 106,636 ) — ( 106,636 ) Share-based compensation — — — — 164,499 — 164,499 Accretion of Class A Ordinary shares subject to possible redemption to redemption amount — — — — ( 5,955,839 ) ( 8,009,726 ) ( 13,965,565 ) Net income — — — — — 2,496,388 2,496,388 Balance at December 31, 2025 443,470 $ 44 3,877,118 $ 388 $ — $ ( 5,513,338 ) $ ( 5,512,906 ) (1) Included up to 491,250 of the Founder Shares that were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised (Note 5). On June 30, 2025, the Company consummated the Initial Public Offering of 15,065,000 units at $ 10.00 per unit, which included the full exercise of the Over-Allotment Option, and the 491,250 Founder Shares were no longer subject to forfeiture. The accompanying notes are an integral part of this financial statement. F- 5 FIGX CAPITAL ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM FEBRUARY 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 2,496,388 Adjustments to reconcile net income to net cash used in operating activities: Payment of formation and general and administrative costs through IPO Promissory Note – related party 54,292 Interest earned on investments held in Trust Account ( 3,058,127 ) Share-based compensation expense 164,499 Changes in operating assets and liabilities: Prepaid expenses ( 105,757 ) Accounts payable and accrued liabilities 17,860 Accrued offering costs ( 255,802 ) Due to related party 1,943 Net cash used in operating activities ( 684,704 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 150,650,000 ) Net cash used in investing activities ( 150,650,000 ) Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 148,030,000 Proceeds from sale of Private Placement Units 4,434,700 Repayment of IPO Promissory Note – related party ( 164,210 ) Payment of offering costs ( 60,645 ) Net cash provided by financing activities 152,239,845 Net Change in Cash 905,141 Cash – Beginning of period — Cash – End of period $ 905,141 Noncash investing and financing activities: Offering costs included in accrued offering costs $ 85,000 Deferred Underwriting Fee payable $ 6,419,000 Offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ 25,000 The accompanying notes are an integral part of this financial statement. F- 6 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Description of Organization and Business Operations FIGX Capital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 20, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target. While the Company may pursue an initial Business Combination target in any industry, the Company is concentrating its efforts in identifying businesses in the financial and business services industry, with a focus on differentiated financial services and financial services-adjacent platforms. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from February 20, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the Initial Public Offering (as defined below) and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is FIGX Acquisition Partners LLC (the “Sponsor”). The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2025, as amended (File No. 333-287453), was declared effective on June 26, 2025 (the “IPO Registration Statement”). On June 30, 2025, the Company consummated the initial public offering of 15,065,000 units of the Company (the “Public Units”) at $ 10.00 per Public Unit, which includes the full exercise of the Over-Allotment Option (as defined in Note 6) of 1,965,000 units of the Company (the “Option Units”) at $ 10.00 per Option Unit, generating gross proceeds of $ 150,650,000 (the “Initial Public Offering”), as discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 443,470 private placement units (the “Private Placement Units” and together with the Public Units, the “Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), at a price of $ 10.00 per Private Placement Unit in a private placement, generating gross proceeds of $ 4,434,700 (the “Private Placement”), as discussed in Note 4. Of those 443,470 Private Placement Units, the Sponsor purchased 312,470 Private Placement Units and Cantor purchased 131,000 Private Placement Units. Each Public Unit consists of one Class A ordinary share par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (each, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share. Transaction costs amounted to $ 9,575,365 , consisting of $ 2,620,000 cash underwriting fee, the Deferred Underwriting Fee (as defined in Note 6) of $ 6,419,000 , and $ 536,365 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Underwriting Fee held and income taxes payable on the income earned on the Trust Account, if any) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Upon the closing of the Initial Public Offering on June 30, 2025, an amount of $ 150,650,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering, and a portion of the proceeds of the Private Placement, are held in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The Trust Account funds are initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Company’s management’s (“Management”) ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by June 30, 2027, 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify the (1) substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was $ 10.20 per Public Share as of December 31, 2025. The Ordinary Shares (as defined in Note 5) subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company has only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $ 100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor, officers and directors have entered into a letter agreement with the Company, dated June 26, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less income taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources At December 31, 2025, the Company had $ 905,141 in cash and working capital surplus of $ 872,175 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay any Working Capital Loans at that time. Up to $ 1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon consummation of the Initial Public Offering and the Private Placement, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying financial statements. F- 9 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 153,708,127 , were held in money market funds investing in U.S. government treasury bills. The Company accounts for its investments held in the Trust Account as trading securities under FASB ASC Topic 320, “Investments—Debt and Equity Securities,” where securities are presented at fair value in the accompanying balance sheet. Unrealized gains and losses resulting from the change in fair value of investments held in the Trust Account are recorded as interest earned on investments held in the Trust Account in the accompanying statement of operations. F- 10 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Accounting for Offering Costs”, and SEC Staff Accounting Bulletin 5A “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Warrants, prorate, allocating the Initial Public Offering proceeds to the assigned value of the Public Warrants and to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants (as defined in Note 4) were charged to shareholders’ deficit. After Management’s evaluation, Public Warrants and Private Placement Warrants were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. F- 11 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a Public Shareholder vote to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (2) any other material provisions relating to Public Shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Class A Ordinary Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheet are reconciled in the following table: Gross proceeds $ 150,650,000 Less: Proceeds allocated to Public Warrants ( 1,438,708 ) Redeemable Class A Ordinary Shares issuance cost ( 9,468,729 ) Plus: Accretion of carrying value to redemption value 13,965,565 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 153,708,128 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of Ordinary Shares, the Class A Ordinary Shares and Class B Ordinary Shares (as defined in Note 5). Income and losses are shared pro rata between the two classes of Ordinary Shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement, since their exercise is contingent upon future events. As a result, diluted net income per Ordinary Share is the same as basic income per Ordinary Share. The redemption feature for the Ordinary Shares equals fair value, and therefore does not create a different class of Ordinary Shares or require an adjustment to the earnings per shares calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates the fair value. F- 12 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following table reflects the calculation of basic and diluted net income per Ordinary Share: For the Period from February 20, 2025 (Inception) through December 31, 2025 Class A Class B Basic net income per Ordinary Share Numerator: Allocation of net income $ 1,788,314 $ 708,074 Denominator: Basic weighted average Ordinary Shares outstanding 9,087,766 3,598,253 Basic net income per Ordinary Share $ 0.20 $ 0.20 For the Period from February 20, 2025 (Inception) through December 31, 2025 Class A Class B Diluted net income per Ordinary Share Numerator: Allocation of net income $ 1,768,683 $ 727,705 Denominator: Diluted weighted average Ordinary Shares outstanding 9,087,766 3,739,057 Diluted net income per Ordinary Share $ 0.20 $ 0.20 Warrant Instruments The Company accounts for the Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Warrant instruments under equity treatment at their assigned value. There are 7,532,500 Public Warrants and 221,735 Private Placement Warrants outstanding as of December 31, 2025. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per Founder Share by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the accompanying statement of operations. F- 13 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to a company’s chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities are required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting” (“ASC 280”), in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on February 20, 2025, its date of incorporation. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. Note 3 — Initial Public Offering Pursuant to the Initial Public Offering on June 30, 2025, the Company sold 15,065,000 Public Units at a purchase price of $ 10.00 per Public Unit for a total of $ 150,650,000 , which includes the full exercise of the Over-Allotment Option in the amount of 1,965,000 Option Units. Each Public Unit consists of one Public Share, and one-half of one Public Warrant . Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 443,470 Private Placement Units at a price of $ 10.00 per Private Placement Unit in the Private Placement. Each Private Placement Unit consists of one Class A Ordinary Share (as included in the Private Placement Units, the “Private Placement Shares”) and one-half of one warrant (each, a “Private Placement Warrant” and together with the Public Warrants, the “Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per shares, subject to adjustments. Each Private Placement Warrant will become exercisable 30 days after the completion of the initial Business Combination and will not expire except upon liquidation. If the initial Business Combination is not completed within the Combination Period, the net proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Warrants contained in the Private Placement Units are identical to the Public Warrants except, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8). The Sponsor and the Company’s officers and directors have entered into the Letter Agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to (1) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. F- 14 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 5 — Related Party Transactions Founder Shares On February 27, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.006 per share, through payments of offering costs and expenses on the Company’s behalf, for which the Company issued 3,877,118 of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), to the Sponsor (such shares, the “Founder Shares”). Up to 491,250 of the Founder Shares were to be surrendered by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On June 30, 2025, the Underwriters exercised the Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, those 491,250 Founder Shares are no longer subject to forfeiture. In May 2025, the Sponsor sold membership interests equivalent to a total of 260,000 Founder Shares to the Company’s independent directors and Management, for a consideration of $ 0.006 per share, or an aggregate total amount of $ 1,664 . The transfer of the Founder Shares to the Company’s independent directors and Management are in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The fair value of the 260,000 Founder Shares granted to the Company’s independent directors and Management on their respective grant dates in May 2025 had an aggregate total of $ 384,020 , or $ 1.477 per Founder Share. The transfer of membership interests agreement stated that the recipient must be providing services at the date of the Initial Public Offering for 50 % of their membership interest to become vested and non-forfeitable, thus, $ 164,499 was recorded as compensation expense upon consummation of the Initial Public Offering on June 30, 2025. The remaining 50 % of their membership interests are contingent upon continued services through consummation of the initial Business Combination, which will be recognized at the date a Business Combination is probable (i.e., upon consummation of a Business Combination) in the amount of $ 166,162 . As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore the remaining compensation expense has not been recognized. The fair value of the Founder Shares was derived through a third-party valuation in which the implied Class A Ordinary Share price of $ 9.85 was multiplied by the market adjustment of 15 %. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Class A Ordinary Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) pursuant to the Letter Agreement, the Sponsor and the Company’s officers and directors have agreed to (1) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination, (2) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (x) the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (3) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (4) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from Ordinary Shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles, and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution (as defined in Note 7) required to amend the Amended and Restated Articles or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 15 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 IPO Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of the Initial Public Offering. The Company borrowed $ 164,210 under the terms of the IPO Promissory Note, which amount was repaid on June 30, 2025 from the proceeds of Initial Public Offering and Private Placement. Borrowings under the IPO Promissory Note are no longer available. Administrative Services Agreement The Company entered into the Administrative Services Agreement, dated June 26, 2025, with the Sponsor, pursuant to which, commencing on June 27, 2025, the Company pays an aggregate of $ 10,000 per month to the Sponsor for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the period from February 20, 2025 (inception) through December 31, 2025, the Company incurred $ 60,000 in fees for these services . As of December 31, 2025, the Company owed the Sponsor $ 1,943 related to these services, which is included in the “Due to related party” line item of the accompanying balance sheet. Consultant Services Agreement The Chief Financial Officer provides accounting services to the Company at a monthly rate of $ 3,000 , which commenced on September 1, 2025, pursuant to a consulting agreement, dated September 10, 2025 (the “Consulting Agreement”). For the period from February 20, 2025 (Inception) through December 31, 2025, the Company incurred $ 18,000 in fees for these services, including $ 6,000 for work done before the effective date of the Consulting Agreement. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into private placement equivalent units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. Note 6 — Commitments and Contingencies Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights The holders of (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of any Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of the Founder Shares prior to the Initial Public Offering, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated June 26, 2025, by and among the Company and certain holders thereto. These holders are entitled to make up to three demands excluding short form demands, and have piggyback registration rights. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, Cantor may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F- 16 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Underwriting Agreement The Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 1,956,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On June 30, 2025, the Underwriters fully exercised their Over-Allotment Option. The Underwriters were entitled to a cash underwriting discount of $ 2,620,000 ( 2.0 % of the gross proceeds of the Public Units offered in the Initial Public Offering, whether or not the Over-Allotment Option was exercised), which was paid to the Underwriters upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting fee of (i) 4.0 % of the gross proceeds of the Initial Public Offering held in the Trust Account (other than those sold pursuant to the Over-Allotment Option) and (ii) 6.0 % of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to $ 6,419,000 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters upon the completion of the initial Business Combination, subject to the terms of the underwriting agreement, dated June 26, 2025 (such discount, the “Deferred Underwriting Fee”). Note 7 — Shareholders’ Deficit Preference Shares The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 443,470 Class A Ordinary Shares issued and outstanding, excluding 15,065,000 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue a total of 20,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 3,877,118 Class B Ordinary Shares issued and outstanding. The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20.5 % of the sum of (i) the total number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares and the Class A Ordinary Shares underlying the Private Placement Warrants), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of any Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. F- 17 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Except as set forth below, holders of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting (a “Special Resolution”), and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the Amended and Restated Articles or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Warrants There are 7,532,500 Public Warrants and 221,735 Private Placement Warrants outstanding as of December 31, 2025. Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A Ordinary Share underlying such Unit. Under the terms of the Warrant Agreement, dated June 26, 2025, by and between the Company and Continental (the “Warrant Agreement”), the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available. F- 18 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” is the average reported Closing Price (as define below) of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable. R edemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $ 0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “Closing Price”) of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. F- 19 FIGX CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Investments held in Trust Account 1 $ 153,708,127 On the date of the Initial Public Offering (June 30, 2025), the fair value of the Public Warrants was $ 1,438,708 or $ 0.191 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: June 30, 2025 Volatility  5.0 % Risk free rate 3.90 % Stock price $ 9.92 Weighted terms (Yrs) 7.01 Note 9 — Segment Information ASC 280 establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by a company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating segment. The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the accompanying balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: December 31, 2025 Cash $ 905,141 Investments Held in Trust Account $ 153,708,127 For the Period from February 20, 2025 (Inception) through December 31, 2025 Formation and general and administrative costs $ 397,240 Interest earned on investments held in Trust Account $ 3,058,127 The key measures of segment profit or loss reviewed by the CODM are formation, general and administrative costs. Formation, general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital was available to complete the Initial Public Offering and eventually a Business Combination within the Combination Period. The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies above under Note 2. Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date through the date of the issuance of the accompanying financial statements. Based upon this review, there are no events and transactions that would have required adjustment or disclosure in the accompanying financial statements. F- 20 EXHIBIT INDEX No. Description of Exhibit 1 Underwriting Agreement, dated June 26, 2025, by and between the Company and Cantor, as representative of the several Underwriters. (3) 3 Amended and Restated Memorandum and Articles of Association of the Company. (3) 4.1 Form of Specimen Unit Certificate. (2) 4.2 Form of Specimen Class A Ordinary Share Certificate. (2) 4.3 Form of Specimen Public Warrant Certificate. (2) 4.4 Warrant Agreement, dated June 26, 2025, by and between the Company and Continental. (3) 4.5 Description of Registered Securities.* 10.1 Promissory Note, dated February 26, 2025, issued to the Sponsor. (1) 10.2 Securities Subscription Agreement dated February 26, 2025, by and between the Company and the Sponsor. (1) 10.3 Form of Indemnity Agreement. (2) 10.4 Investment Management Trust Agreement, dated June 26, 2025, by and between the Company and Continental. (3) 10.5 Registration Rights Agreement, dated June 26, 2025, by and among the Company and certain security holders. (3) 10.6 Sponsor Private Placement Units Purchase Agreement, dated June 26, 2025, by and between the Company and the Sponsor. (3) 10.7 Cantor Private Placement Units Purchase Agreement, dated June 26, 2025, by and between the Company and Cantor. (3) 10.8 Letter Agreement, dated June 26, 2025, by and among the Company, its officers, directors and the Sponsor. (3) 10.9 Administrative Services Agreement, dated June 26, 2025, by and between the Company and the Sponsor. (3) 14 Form of Code of Business Conduct and Ethics, adopted June 26, 2025. (1) 19 Insider Trading Compliance Manual, adopted June 26, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Executive Compensation Clawback Policy, adopted June 26, 2025.* 99.1 Audit Committee Charter. (2) 99.2 Compensation Committee Charter.(2) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-287453), filed with the SEC on May 21, 2025. (2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-287453), filed with the SEC on June 17, 2025. (3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 1, 2025. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 9, 2026 FIGX Capital Acquisition Corp. By: /s/ Louis Gerken Name: Louis Gerken Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Louis Gerken Chief Executive Officer and Director March 9, 2026 Louis Gerken (Principal Executive Officer) /s/ Harley Rollins Chief Financial Officer March 9, 2026 Harley Rollins (Principal Financial and Accounting Officer) /s/ Jide James Zeitlin Vice Chairman of the Board March 9, 2026 Jide James Zeitlin /s/ Real Desrochers Director March 9, 2026 Real Desrochers /s/ Pierre Sauvagnat Director March 9, 2026 Pierre Sauvagnat /s/ Marc Holtzman Director March 9, 2026 Marc Holtzman 52