Circle Internet Group, Inc.

S-11 d737521ds1.htm S-1

As filed with the Securities and Exchange Commission on April 1, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CIRCLE INTERNET GROUP, INC.

(Exact name of registrant as specified in its charter)

One World Trade Center New York, NY 10007

(332) 334-0660

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeremy Allaire

Chairman and Chief Executive Officer

Circle Internet Group, Inc.

One World Trade Center New York, NY 10007

(332) 334-0660

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:** **As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2025

*** shares***

Class A common stock

This is an initial public offering of shares of Class A common stock by Circle Internet Group, Inc. We are offering shares of Class A common stock and the selling stockholders identified in this prospectus are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders. The initial public offering price is expected to be between $ and $ per share.

Prior to this offering, there has been no public market for our Class A common stock. We have applied to list our Class A common stock on the New York Stock Exchange (the “NYSE”) under the symbol “CRCL”.

Upon completion of this offering, we will have three authorized series of common stock: Class A common stock, which is entitled to one vote per share; Class B common stock, which is entitled to 5 votes per share (but the aggregate voting power of Class B common stock cannot exceed 30% of the total voting power of our capital stock); and Class C common stock, which does not have any voting power other than to the extent set forth in our certificate of incorporation or otherwise required by applicable law. Holders of our common stock vote together as a single class on all matters, except as otherwise set forth in our certificate of incorporation or as required by applicable law. Our Class B common stock is convertible into Class A common stock on a one-for-one basis at the option of the holder. In addition, our Class B common stock will automatically convert into Class A common stock on a one-for-one basis upon any transfer, except for permitted transfers described in our certificate of incorporation, and in certain other circumstances. Our Class C common stock is convertible into Class A common stock on a one-for-one basis in connection with certain assignments and transfers. Our Class B common stock, which will be held by our founders Jeremy Allaire and Patrick Sean Neville and certain entities controlled by our founders, will represent approximately % of the total voting power of our outstanding common stock following this offering (or approximately % of the total voting power of our outstanding common stock if the underwriters exercise their option to purchase additional shares in full). Upon the completion of this offering, we will not be a “controlled company” within the meaning of the NYSE’s corporate governance standards.

Investing in our Class A common stock involves a high degree of risk. See “Risk factors” beginning on page 34 of this prospectus.

We and the selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to and additional shares of Class A common stock, respectively, to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2025 through the book-entry facilities of The Depository Trust Company.

** , 2025**

CIRCLE

MISSIONOur mission is to raiseglobal economic prosperitythrough the frictionlessexchange of value^^gIf you could take what we think of as money, make it digital andavailable on the internet, then that would dramatically change theway we use money and open up opportunity around the world.Thats the idea behind Circle. JEREMY ALLAIRECo-founder, Chief Executive Officer & Chairman

ABOUT USDCFully backed digital dollars1Built for rapid global payments and 24/7 financial markets, USDC is a regulated digital currency that is redeemable 1:1 for US dollars.2($)$59.4BUS DC in circulation 31. Fully backed by reserves consisting of highly liquid, price-stable cash and cash equivalents.2. Circle Mint customers are able to redeem USDC directly from Circle. In addition, Circle Internet Financial Europe SAS is obligated underthe Markets in Crypto-Assets Regulation (MiCAR") to redeem all USDC presented to it for redemption on a 1:1 basis for U.S. dollars, regardless of whether the holder is a Circle Mint customer. As of March 28, 2025.

USDC LIQUIDITYNear-instant settlementUSDC transactions can settle inseconds worldwide. All day, every day. $1 trillionUSDC minted and redeemed since founding 4 $25TUSDC lifetime onchaintransaction volume 4 4. As of March 28, 2025.

CIRCLE PLATFORMEnterprise-grade productsCircle empowers developers to build onchain payment solutions with compliance, transparency, and near-instant processing.o+ 500 +Partners building solutions with us5 400 +Smart Contracts transacting with USDC 5 19Blockchains withnative USDC issuance 5 $25BNative USDC transferred between blockchains since April 2023 5

USDC ECOSYSTEMGlobal network& accessibilityUSDC enables businesses to offer payment connectivity and dollar-backed financial services to more people in more places.185+ 600M + Countries where Circle supports wire transfers for minting and redeeming USDC6End-user wallet products with access to USDC7 6. Circle Mint is currently available only to institutions and is not available to individuals.7. As of March 28,2025.