Circle has officially submitted an S-1 application to the Securities and Exchange Commission (SEC) for an initial public offering (IPO), as indicated in a filing dated April 1.
As the issuer of USD Coin (USDC), Circle intends to list its Class A common stock on the New York Stock Exchange, utilizing the ticker symbol “CRCL.”
The prospectus reveals that Circle plans to offer an unspecified number of Class A shares, while some of its existing shareholders will also register shares to be sold. The exact price range per share has yet to be announced.
Proceeds from the shares sold by Circle will benefit the company directly, while the funds from shares sold by existing holders will not. The underwriting team, led by JPMorgan and Citigroup, will have a 30-day option to acquire additional shares in order to manage over-allotments.
The financial information included in the filing offers a comprehensive overview of Circle’s recent performance.
For the fiscal year ending December 31, 2023, Circle reported total revenue and reserve income of $1.68 billion, an increase from $1.45 billion in 2022 and $772 million in 2021. The majority of the 2024 revenue was derived from reserve income linked to interest on assets to support USDC.
In 2024, operating expenses amounted to $491.7 million, with the largest segments attributed to compensation ($263.4 million), general and administrative expenses ($137.3 million), and IT infrastructure ($27.1 million).
The net income from ongoing operations was recorded at $156.9 million for 2024, a decrease from $271.5 million in 2023, but a remarkable improvement from a loss of $761.8 million in 2022. Adjusted EBITDA for that year was reported at $284.9 million.
Additionally, Circle experienced $4.3 million in losses and impairments related to digital assets for the year and noted $54.4 million in other income, primarily from gains outside its core operations.
The registration draft has not yet finalized the total outstanding weighted average shares or earnings-per-share figures.
As detailed in the prospectus, Circle plans to allocate IPO proceeds toward general corporate needs, such as product development, operational scaling, working capital, and possible acquisitions. A timeline for the IPO pricing or share allocation is still pending.
### Three-tier Plan
Upon listing, the company will implement a three-tier share structure. Class A shares, available in the IPO, will carry one vote per share. In contrast, Class B shares, held by co-founders Jeremy Allaire and Patrick Sean Neville, will carry five votes each but will be limited to 30% of the overall voting power.
Class C shares will have no voting rights and can be converted under certain conditions. Additionally, Class B shares will be converted to Class A shares if transferred outside of designated channels.
This arrangement ensures that Circle will not be categorized as a “controlled company” under NYSE governance rules after the offering.
Circle’s filing comes after several years of delayed listing attempts, including a canceled merger with a special purpose acquisition company (SPAC) in 2021. This marks the company’s inaugural effort to pursue a traditional IPO.
The filing verifies that Circle’s shares have not previously been traded on any public market. The timing of the firm’s listing plans coincides with a growing acceptance of stablecoins and an increasing interest in digital dollar infrastructure from regulators.
The planned IPO is still subject to regulatory approval and prevailing market conditions. Details regarding pricing, including share quantity and per-share valuation, will be made available in an updated filing prior to the listing date.