IPO - Circle Internet Finance Public Ltd Co

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Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Ipo

Type: New

Accession Number: 000095010325007107

Filing Summary: On June 6, 2025, Circle Internet Group, Inc. filed its amended and restated certificate of incorporation and amended and restated bylaws with the Delaware Secretary of State, effective in connection with its initial public offering (IPO) of shares. The IPO involved 34,000,000 shares of Class A Common Stock sold at a public offering price of $31.00 per share, generating gross proceeds of $458,800,000. The Company sold 14,800,000 shares while selling stockholders sold 19,200,000 shares, from which the Company did not receive proceeds. The amendments to the documents were pre-approved by the Company's board of directors and stockholders, becoming effective just before the IPO closure. Further details on the capital stock are referenced in the final prospectus dated June 4, 2025, related to the registration statement filed the previous day.

Additional details:

Date Of Report: 2025-06-06


Initial Public Offering Shares: 34000000


Company Proceeds: 458800000


Public Offer Price: 31.00


Class A Common Stock Sold By Company: 14800000


Class A Common Stock Sold By Selling Stockholders: 19200000


Form Type: 424B4

Filing Date: 2025-06-05

Corporate Action: Ipo

Type: New

Accession Number: 000119312525135795

Filing Summary: Circle Internet Group, Inc. is conducting an initial public offering (IPO) of 34,000,000 shares of Class A common stock, which includes 14,800,000 shares being offered by the company and 19,200,000 shares by selling stockholders. The initial public offering price is set at $31.00 per share, aiming to raise a total of approximately $1.054 billion. The shares have been approved for listing on the New York Stock Exchange under the symbol 'CRCL'. The company aims to enhance global economic prosperity through the frictionless exchange of value, and positions itself at the forefront of the digital currency and blockchain industry. After the offering, Circle Internet Group, Inc. will not be classified as a 'controlled company' according to NYSE standards. There are substantial risks associated with investing as outlined in the prospectus.

Additional details:

Class A Common Stock Offered: 14800000


Selling Stockholders Offering: 19200000


Initial Public Offering Price: 31


Total Proceeds: 1054000000


Underwriting Discounts And Commissions Per Share: 1.705


Proceeds To The Company Before Expenses: 433566000


Proceeds To Selling Stockholders Before Expenses: 562464000


Underwriters Option To Purchase Additional Shares: 5100000


Expected Delivery Date: 2025-06-06


Form Type: S-1MEF

Filing Date: 2025-06-04

Corporate Action: Ipo

Type: New

Accession Number: 000095010325007009

Filing Summary: Circle Internet Group, Inc. is filing a Registration Statement under the Securities Act of 1933 for the public offering of securities. This filing is specifically for 2,300,000 additional shares of Class A common stock as part of a previously declared effective Registration Statement (File No. 333-286310) as of June 4, 2025. Included in this new filing is an underwriters’ option to purchase an additional 300,000 shares. The new shares represent no more than 20% of the maximum offering price previously outlined. The statement is signed by Jeremy Allaire as the CEO, along with other key company officers and directors, and includes necessary legal opinions and consents required for this registration.

Additional details:

Name Of Registrant: Circle Internet Group, Inc.


Address: One World Trade Center, New York, NY 10007


Telephone Number: (332) 334-0660


State Of Incorporation: Delaware


Irs Employer Identification Number: 99-2840247


Registration Statement Number: 333-286310


Additional Shares Registered: 2300000


Underwriters Option: 300000


Offering Start Date: As soon as practicable after the effective date


Filer Status: non-accelerated filer


Emerging Growth Company: true


Form Type: S-1/A

Filing Date: 2025-06-02

Corporate Action: Ipo

Type: New

Accession Number: 000119312525132755

Filing Summary: Circle Internet Group, Inc. is conducting an initial public offering of 32,000,000 shares of Class A common stock, consisting of 12,800,000 shares being offered by the company and 19,200,000 shares by selling stockholders. The proposed IPO price is between $27.00 and $28.00 per share. The shares have been approved for listing on the NYSE under the symbol 'CRCL'. Prior to this offering, there was no public market for the Class A common stock. The document indicates a significant investment interest from ARK Investment Management, LLC, potentially purchasing up to $150 million of shares. The company details its stock structure, highlighting three classes of common stock with differing voting rights. The Class B common stock is notably convertible into Class A common stock under certain circumstances. Circle has outlined its mission to enhance global economic prosperity through digital innovation and has provided extensive financial data, highlighting rapid revenue growth from $15.4 million in 2020 to $1.7 billion in 2024, alongside net incomes indicating operational efficiency. The document emphasizes the importance of regulatory compliance and transparency as it transitions into a public entity.

Additional details:

Class A Shares Offered: 12800000


Class B Shares Offered: 19200000


Initial Public Offering Price Range: 27.00-28.00


Total Revenue 2020: 15.4 million


Total Revenue 2021: 84.9 million


Total Revenue 2022: 772.0 million


Total Revenue 2023: 1.5 billion


Total Revenue 2024: 1.7 billion


Net Income Q1 2025: 64.8 million


Adjusted Ebitda Q1 2025: 122.4 million


Total Liquidity As Of March 31 2025: 1.1 billion


Form Type: S-1/A

Filing Date: 2025-05-27

Corporate Action: Ipo

Type: New

Accession Number: 000119312525126208

Filing Summary: Circle Internet Group, Inc. is conducting an initial public offering (IPO) of its Class A common stock, offering a total of 24,000,000 shares, with 9,600,000 shares being offered by the company and 14,400,000 shares by selling stockholders. The offering price is anticipated to range from $24.00 to $26.00 per share. The company plans to list its Class A common stock on the New York Stock Exchange under the symbol 'CRCL'. The offering aims to raise significant capital and enable the company to further its goal of providing a stable digital currency solution through USDC. A key investor, ARK Investment Management, LLC, has shown interest in purchasing up to $150 million of the shares at the IPO price. As of the date of this filing, Circle has reported substantial revenue growth, with $1.7 billion in revenue for 2024 and a solid financial foundation, including liquidity sources totaling $1.1 billion. The document outlines the operational transparency required for publicly listed companies and emphasizes the company's ongoing commitment to regulatory compliance and building a new financial infrastructure based on digital currencies.

Additional details:

Share Class: Class A common stock


Total Shares Offered: 24000000


Shares Offered By Company: 9600000


Shares Offered By Selling Stockholders: 14400000


Ipo Price Range: 24.00 - 26.00


Symbol: CRCL


Indicated Investor: ARK Investment Management, LLC

Investment Interest: 150000000


Total Revenue 2024: 1700000000


Total Liquidity Sources: 1100000000


Form Type: S-1/A

Filing Date: 2025-05-16

Corporate Action: Ipo

Type: New

Accession Number: 000119312525121234

Filing Summary: Circle Internet Group, Inc. is filing for an initial public offering (IPO) of its Class A common stock. The company plans to sell shares to the public, with the offering price expected to be between specific amount ranges, and sought a listing on the New York Stock Exchange under the ticker symbol 'CRCL'. Following this IPO, Circle will not be classified as a 'controlled company' under NYSE standards. The document serves as an amendment to its previous registration statement, providing updated information on the company's structure and operations, including share classes and voting rights. The conversion mechanism for Class B and Class C stock into Class A stock is highlighted. The company aims to enhance its transparency and accountability as it transitions to a publicly traded entity, reflecting its growth and the increasing relevance of digital currencies in global financial systems.

Additional details:

Registration Number: 333-286310


Address: One World Trade Center, New York, NY 10007


Agent Name: Jeremy Allaire


Agent Title: Chairman and Chief Executive Officer


Underwriters: ["J.P. Morgan","Citigroup","Goldman Sachs & Co. LLC","Barclays","Deutsche Bank Securities","SOCIETE GENERALE","BNY Capital Markets","Canaccord Genuity","Needham & Company","Oppenheimer & Co.","Santander","AmeriVet Securities","Drexel Hamilton","Mischler Financial Group, Inc.","Roberts & Ryan"]


Use Of Proceeds: To be specified, but includes growth investment and expansion of services.


Financial Highlights: {"revenue":{"2020":"15.4 million","2021":"84.9 million","2022":"772.0 million","2023":"1.5 billion","2024":"1.7 billion"},"net_income":{"2024":"156 million","Q1_2025":"64.8 million"}}


Form Type: S-1

Filing Date: 2025-04-01

Corporate Action: Ipo

Type: New

Accession Number: 000119312525070481

Filing Summary: Circle Internet Group, Inc. is registering its initial public offering (IPO) of Class A common stock, anticipating a public market debut under the symbol 'CRCL' on the NYSE. The registration statement indicates an offering of unspecified shares, with the proposed price range yet to be determined. The company will not receive proceeds from shares sold by selling stockholders. Circle has completed a scheme of arrangement resulting in it becoming the parent company of Circle Internet Financial Limited, and it is positioned as a non-accelerated filer. The document emphasizes Circle's mission to enhance global economic prosperity through the frictionless exchange of value, highlighting its digital dollar, USDC, which is fully backed and widely used in financial transactions. Circle's business has shown significant revenues and growth, with reported revenues increasing from $15.4 million in 2020 to $1.7 billion in 2024, demonstrating resilience amidst market challenges. The company emphasizes compliance and regulatory engagement as key components of its strategy to integrate digital currencies into the broader financial system, reflecting a commitment to transparency and long-term growth prospects.

Additional details:

Company Address: One World Trade Center, New York, NY 10007


Primary Industry Code: 6199


Employer Identification Number: 99-2840247


Agent Name: Jeremy Allaire


Agent Address: One World Trade Center, New York, NY 10007


Agent Phone: (332) 334-0660


Underwriter Names: ["J.P. Morgan","Citigroup","Barclays","Deutsche Bank Securities","SOCIETE GENERALE","BNY Capital Markets","Canaccord Genuity","Needham & Company","Oppenheimer & Co.","Santander"]


Total Liquidity Sources: $1,045 million


Net Income 2024: $156 million


Adjusted Ebitda 2024: $285 million


Revenue Growth: from $15.4 million in 2020 to $1.7 billion in 2024


Digital Currency: USDC


Form Type: DRS/A

Filing Date: 2025-02-13

Corporate Action: Ipo

Type: New

Accession Number: 000095012325001965

Filing Summary: Circle Internet Group, Inc. filed a draft registration statement confidentially with the SEC for an initial public offering (IPO) of its common stock. The document outlines the company's transition following an Irish High Court-approved scheme on July 1, 2024, that made Circle Internet Financial Limited a wholly owned subsidiary of Circle Internet Group, Inc. The company intends to offer shares to the public as soon as practicable after the registration statement becomes effective, detailing an IPO price expected between certain unspecified values. The filing emphasizes the transformation of Circle into a public entity as a critical step in establishing transparency and accountability in its operations. With significant revenue growth from $15.4 million in 2020 to an anticipated $1.5 billion in 2023, Circle aims to position itself as a leader in the evolving financial technology sector. The prospectus highlights Circle's extensive engagement with regulators and commitment to compliance as fundamental to its strategy, as well as its mission to leverage digital currencies and blockchain for enhancing global economic prosperity.

Form Type: DRS/A

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: New

Accession Number: 000095012324012158

Filing Summary: On December 3, 2024, Circle Internet Group, Inc. submitted a draft registration statement as a confidential filing to the SEC under sec. 1933. The document sets forth information about Circle Internet Group's upcoming initial public offering (IPO) of common stock. The company recently completed a scheme of arrangement on July 1, 2024, which resulted in Circle Internet Financial Limited becoming a wholly owned subsidiary of Circle Internet Group. The filing indicates that as an emerging growth company, they will utilize reduced disclosure obligations, and historical financials will be provided in future amendments, highlighting the financial stability of their USDC stablecoin ecosystem. The underwriting details, expected price range for the common stock, and the public listing on an exchange have yet to be finalized. The company aims to enhance transparency and accountability by going public, emphasizing its regulatory compliance and innovative technology in the financial services sector.

Additional details:

Address: One World Trade Center, New York, NY 10007


Agent For Service Name: Jeremy Allaire


Agent For Service Title: Chairman and Chief Executive Officer


Entity Name: Circle Internet Financial Limited


Completion Date: 2024-07-01


Company Structure: wholly owned subsidiary


Historical Financials Included: yes


Total Liquidity Sources: 884.5 million


Net Income 2023: 267.6 million


Revenue 2023: 1.5 billion


Form Type: DRS/A

Filing Date: 2024-08-06

Corporate Action: Ipo

Type: New

Accession Number: 000095012324007245

Filing Summary: Circle Internet Group, Inc. is filing a draft registration statement for an initial public offering (IPO) under the Securities Act of 1933. This filing is crucial as it follows the completion of an Irish High Court-approved scheme of arrangement on July 1, 2024, whereby shares from Circle Internet Financial Limited were cancelled and exchanged for equivalent shares in Circle Internet Group, Inc. Following this transaction, Circle Internet Financial Limited became a wholly owned subsidiary of Circle Internet Group, Inc. The registration statement includes initiatives such as omitting traditional financial statements for the quarter ending March 31, 2024, which are not anticipated to be necessary in the final prospectus. Circle’s management emphasizes the importance of this IPO in relation to the company's aim to operate with transparency and accountability as a public entity. The prospectus provides an overview of the planned offering, the potential price range for shares, and highlights future amendments to include financial documents necessary for compliance. There are plans to list under the symbol 'CRCL' on a major exchange. The document also outlines the company's existing market presence, product developments, and strategic vision in the evolving financial technology landscape, asserting confidence in resilience and growth despite challenges faced previously with liquidity and market conditions.

Additional details:

Share Class: common stock


Address: 99 High Street, Suite 1701, Boston, MA 02110


Agent Name: Jeremy Allaire


Agent Role: Chairman and Chief Executive Officer


Agent Phone: (617) 326-8326


Trading Symbol: CRCL


Emerging Growth Company: yes


Total Liquidity Sources: 884.5 million


Revenue 2023: 1.5 billion


Net Income 2023: 267.6 million


Form Type: DRS/A

Filing Date: 2024-04-12

Corporate Action: Ipo

Type: New

Accession Number: 000095012324003285

Filing Summary: Circle Internet Financial Ltd is conducting an initial public offering (IPO) to transition from a private entity to a publicly traded corporation under the new name Circle Internet Group, Inc. This change follows a strategic redomiciliation from Ireland to Delaware. The company is offering shares of common stock, and the registration statement indicates that it will list its common stock on an unnamed exchange under the symbol 'CRCL'. The document reveals that prior to its public listing, there will be no public trading market for its common stock. The expected initial public offering price is yet to be determined, with indications that the company has a strong operational and financial background, showcasing significant revenue growth from $15.4 million in 2020 to $1.5 billion in 2023. The company also highlights challenges it has faced, particularly regarding its stablecoin, USDC, which has seen fluctuations in circulation and interest rates but remains a vital part of its financial infrastructure. Circle aims to build transparency, accountability, and a regulatory-compliant platform as it enters public markets, reinforcing its commitment to enhancing global economic prosperity through innovative financial solutions.

Additional details:

Company Name: Circle Internet Financial Ltd


New Name: Circle Internet Group, Inc.


Old Domicile: Republic of Ireland


New Domicile: State of Delaware


Expected Listing Exchange: Unnamed Exchange


Stock Symbol: CRCL


Revenue 2020: 15.4 million


Revenue 2021: 84.9 million


Revenue 2022: 772.0 million


Revenue 2023: 1.5 billion


Net Income 2023: 267.6 million


Adjusted Ebitda 2023: 395.2 million


Total Liquidity Sources: 884.5 million


Cash And Cash Equivalents: 368.6 million


Form Type: DRS

Filing Date: 2023-12-13

Corporate Action: Ipo

Type: New

Accession Number: 000095012323011178

Filing Summary: Circle Internet Financial Ltd is embarking on an initial public offering (IPO) by registering shares of common stock with the SEC. This move aims to increase global economic prosperity through the frictionless exchange of value. The company plans to change its domicile from the Republic of Ireland to the State of Delaware and has a vision to develop a new internet financial system built on open protocols. The registration statement reflects this strategy, indicating a shift towards a public corporation to enhance transparency and accountability. The IPO will enable public investment, supporting the company's long-term vision to create an internet financial system while adhering to regulatory requirements. Circle's financial growth has stepped significantly, with projections indicating substantial revenues and investments in technology development for future innovations. The company is recognized for its role in the cryptocurrency space, particularly through its USDC stablecoin, which has experienced considerable transactional volume.

Additional details:

Address: 99 High Street, Suite 1701 Boston, MA 02110


Telephone Number: (617) 326-8326


Name Agent For Service: Jeremy Allaire


Agent Address: 99 High Street, Suite 1701 Boston, MA 02110


Agent Telephone Number: (617) 326-8326


Large Accelerated Filer: No


Accelerated Filer: No


Non Accelerated Filer: Yes


Smaller Reporting Company: Yes


Emerging Growth Company: Yes


Current Common Stock Symbol: CRCL


Market Inclusion Comment: Applying to list on a major exchange.


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