Circle Internet Group 招股书

Amendment No.4 to FORMS-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIRCLE INTERNET GROUP, INC.(Exact name of registrant as specified in its charter) Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement. 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 Actregistration 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 statementnumber 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 statementnumber 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-acceleratedfiler, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2of 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 financialaccounting standards provided pursuant to Section7(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 afurther amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section8(a) of the SecuritiesAct of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securitiesand 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 June2, 2025 32,000,000 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 12,800,000shares of Class A common stock andthe selling stockholders identified in this prospectus are offering 19,200,000shares of Class A common stock. We will not receive any proceeds from the sale ofshares of ClassA common stock by the selling stockholders. The initial public offering price is expected to be between $27.00 and $28.00per share. Prior to this offering, there has been no public market for our Class A common stock. Our Class A common stock has been approved for listing on the New YorkStock Exchange (the “NYSE”) under the symbol “CRCL”. ARK Investment Management, LLC and/or its affiliated entities have indicated an interest in purchasing up to $150.0million of shares of our Class A common stockbeing offered in this offering at the initial public offering price and on the same terms as the other purchasers in this offering. However, because indications ofinterest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no shares to any of these potentialpurchasers, and any of these potential purchasers could determine to purchase more, fewer or no shares in this offering. 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 Bcommon 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 ourcapital 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 otherwiserequired 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 ofincorporation 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 theholder. 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 permittedtransfers described in our certificate of incorporation, and in certain other circumstances. Our Class C common stock is c