SecProbe.io

July 2, 2024
Jeremy Allaire
Chairman and Chief Executive Officer
Circle Internet Financial Limited
99 High Street, Suite 1701
Boston, MA 02110
Re:Circle Internet Financial Limited
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 12, 2024
CIK No. 0001876042
Dear Jeremy Allaire:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our February 27,
2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note your responses to comments 1, 39 and 48. We continue to consider your
responses and may have further comments.
2.Please review capitalized terms throughout your registration statement to ensure that they
are defined. For example, we note that “Reserve Management Standard” and “Reserve
Management Committee” have not been defined.
We have the following comments regarding your discussion of the nature of the
Company’s present assets as they relate to the Company’s analysis under section 3.

July 2, 2024
Page 2
3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”):
•Please provide a description of your current assets that distinguishes between
“securities” as that term is defined in section 2(a)(36) of the 1940 Act and assets that
are not—rather than any distinction between purported “Neutral Assets” and
“Relevant Securities” developed for the separate analysis under Rule 3a-1. In your
response, please separately identify each constituent category of assets, together with
their amounts.
•You indicate that the Company holds securities, including shares of the Circle
Reserve Fund, to the extent “necessary” to back its stablecoins. Please clarify why it
is “necessary” for the Company to hold such securities, in light of the fact that
demand deposits, or other assets that are not securities as defined in section 2(a)(36)
of the 1940 Act, would appear to similarly “back” the Company’s stablecoins.
•Please expand your discussion of the nature of the Company’s present assets to reflect
the Company’s responses to the above-listed questions when evaluating whether the
Company is primarily engaged in the business of investing in securities.
We have the following comments regarding your discussion of the sources of the
Company’s income as it relates to the Company’s analysis under section 3(a)(1)(A) of the
1940 Act:
•Please provide a description of your income that distinguishes between “securities” as
that term is defined in section 2(a)(36) of the 1940 Act and assets that are not—rather
than any distinction between purported “Neutral Assets” and “Relevant Securities”
developed for the separate analysis under Rule 3a-1. In your response, please
separately identify each constituent category of assets, together with their amounts .
•On page 12 you describe the company’s “current revenue model” as substantially
dependent on your ability to “monetize the amount of money on the network….”
Please explain the way you view this revenue model’s relation to your purported
primary business of “developing and operating the market infrastructure for
stablecoins, and blockchain applications more generally…” and discuss whether and
to what extent these specific activities (i.e., those relating to stablecoin infrastructure
and blockchain applications) are primarily designed to increase the “money stock” on
the network so that the Company may increase the size (and income from) the
Company’s interest in the Circle Reserve Fund.
•Please discuss whether and how your efforts with respect to market infrastructure or
blockchain applications relate to stablecoins other than USDC and EURC.
•Please clarify your references to the reserves as being for the “exclusive benefit of
stablecoin holders” in light of the Company’s current revenue model.
In your response you indicate that “the Company does not believe that reasonable
investors would purchase shares of the Company for indirect exposure to income
generated from the Company’s holdings in … the Circle Reserve Fund and U.S.
government securities.” Please explain why reasonable investors would not expect
direct exposure to income generated from the Company’s securities holdings, in light
of (i) the Company’s stated revenue model, (ii) the fact that the Circle Reserve Fund
constitutes the substantial majority of all of the Company’s assets, (iii) the Circle
Reserve Fund appears to be named after the Company, and (iv) the Company appears •4.

July 2, 2024
Page 3
to be the only permitted holder of the Circle Reserve Fund’s securities. Please also
explain what income investors in the Company’s equity would gain exposure to if not
the Circle Reserve Fund, in light of these considerations.
•You describe potential new fees to be introduced in the future and indicate that “such
new fees are expected to provide an important potential long-term source of revenue
for the Company going forward.” Please describe (i) the likelihood that such new fees
would be introduced in the foreseeable future and (ii) whether you anticipate such
fees would compose a significant portion of your income and in what approximate
amounts. Please also clarify if you believe that income from securities, including
from the Circle Reserve Fund, will continue to compose a substantial majority of the
company’s income in the foreseeable future.
•Please expand your discussion of the sources of the Company’s income to reflect the
Company’s responses to the above-listed questions when evaluating whether the
Company is primarily engaged in the business of investing in securities. Please ensure
you discuss, among other things, the importance of earning interest from the Circle
Reserve Fund in your response.
5.We have the following comments regarding your discussion of the activities of the
Company’s directors, officers, and employees as it relates to the Company’s analysis
under section 3(a)(1)(A) of the 1940 Act:
•Describe who performs the “sound reserve management” activities that are described
as “central to Circle’s operations” on page 15, including who serves as part of the
“reserve management infrastructure” described on page 120, including on the
“Reserve Management Committee” and “reserve operations team.”
•Describe how, when, and who determines to invest reserves in the Circle Reserve
Fund or other securities. To the extent such actions are automatically performed,
please describe the circumstances of that automation, as well as who controls the
circumstances under which such automation could be changed.
•Describe the Company’s partnerships with financial institutions established as part of
the Company’s “reserve management infrastructure” and who is responsible for
establishing and/or managing them.
•Please clarify (i) whether, in your response dated April 12, 2024, you considered all
directors, officers, and employees of the Company and, also, its subsidiaries and (ii)
what activities you consider to be management of “the Company’s treasury activities,
including managing Neutral Assets” and how those relate to the above-described
activities concerning reserve management.
•Please describe the relationship between the Company and the Circle Reserve Fund,
including by addressing the general terms of your arrangement with the Circle
Reserve Fund, your ability to direct investments, any history of determining or
controlling investments, and your relationship and interaction with the Circle Reserve
Fund’s investment adviser.
•Please expand your discussion of the Company’s directors, officers, and employees to
reflect the Company’s responses to the above-listed questions when evaluating
whether the Company is primarily engaged in the business of investing in securities.

July 2, 2024
Page 4
6.We have the following comments regarding your discussion of the public representations
of the Company’s policies as it relates to the Company’s analysis under section 3(a)(1)(A)
of the 1940 Act:
•Please describe the Company’s public representations of policies relating to its
reserve management, reserve management infrastructure, the Circle Reserve Fund, or
the Company’s reserve income, including any tailored for investors or potential
investors in equity securities issued by the Company.
•On page 12 of your response, you indicate that the Company has “consistently
emphasized its operating results … and has never emphasized … its investment
income….” Please clarify whether the Company views its “reserve income” to be a
component of the Company’s “operating results.” If so, please address the
significance—for purposes of evaluating whether the Company represents itself as
primarily engaged in the business of investing in securities—of the fact that the
Company considers its “reserve income” ( i.e., income substantially derived from
securities) to be the primary component of its operating results. Alternatively, to the
extent the Company does not view “reserve income” as its “operating results,” please
clarify what factors have been “consistently emphasized” given reserve income
appears to be, by far, the largest component of the Company’s income.
•Please expand your discussion of the public representations of the Company’s
policies to reflect the Company’s responses to the above-listed questions when
evaluating whether the Company is primarily engaged in the business of investing in
securities.
7.We have the following comments regarding your discussion of the Company’s historical
development as it relates to the Company’s analysis under section 3(a)(1)(A) of the 1940
Act:
•Please discuss (i) whether the Company has reason to believe that, prior to the
Company’s creation of the Circle Reserve Fund in 2022, the Company triggered the
definition of an investment company under section 3(a)(1)(C) of the 1940 Act
because of its holdings of “investment securities” as that term is defined in section
3(a)(2), including because of its holdings of certificates of deposit and corporate
debt—or would have triggered such definition absent reliance on an exception from
the definition of an investment company provided at, for example, section 3(c)(1) of
the 1940 Act and (ii) if so, the approximate times that such an issue persisted.
•Please describe the approximate amount of time the Company has operated with
substantially more than 55% of its non-cash assets composed of securities as that term
is defined in section 2(a)(36) of the 1940 Act.
•Please describe whether the Company has, in the past, ever earned any substantial
amount of its income from sources other than securities as that term is defined in
section 2(a)(36) of the 1940 Act. If so, please describe the approximate period of time
and circumstances.
•Please expand your discussion of the Company’s historical development to reflect the
Company’s responses to the above-listed questions when evaluating whether the
Company is primarily engaged in the business of investing in securities.
8.Please be advised that we will continue to consider your response to comment 58 when
your exhibits are filed by amendment and we may have further comments at that time.

July 2, 2024
Page 5
Founder's letter, page 1
9.Refer to your revised disclosure in response to comments 10 and 11. We continue to note
that much of the language in your founder's letter and Summary section appears
promotional, rather than factual. We note, merely as examples, the following phrases and
statements:
•"historic opportunity before us";
•"game-changing leader";
•"extraordinary team of people and executive leaders";
•"highest velocity of innovation and new technology development that we have ever
had as a firm";
•"Operating as a U.S.-listed public company will continue to hold us to the highest
standards of ethics, governance, and financial accountability";
•"Now more than at any time in our history, a combination of technology readiness,
regulatory clarity, and market need is creating an exceptional growth opportunity for
the company";
•"financial market infrastructures that comply with applicable regulations that are
constantly evolving";
•The internet's "potential to transform today’s financial system cannot be overstated";
and
•"Stablecoins (like USDC) are the heart of the new internet financial system."

Please revise to provide a clear basis for such language or revise to remove it.
Glossary, page 5
10.We note your revised disclosure on page 8 in response to comment 55 that, "Circle Mint
is currently available only to institutions in select jurisdictions; Circle Mint is not
available to individuals. . . An end-user of USDC or EURC that is not a Circle Mint
customer cannot mint or redeem USDC or EURC directly from us. If eligible, such end-
user may become a Circle Mint customer." Please expand your disclosure here, or
elsewhere as appropriate, to briefly describe the "select jurisdictions" in which Circle
Mint is currently available and the eligibility requirements that an end-user must meet in
order to become a Circle Mint customer.
Prospectus summary
Circle's stablecoin network in the new internet financial system, page 10
11.We note your revised disclosure in response to comment 14 that although you intend to
evaluate and consider various products that can earn fee-based revenues from time to
time, you do not have any plans to launch additional products that are expected to
generate material amounts of fee-based revenues at this time. To the extent known, please
briefly describe any products that you intend to evaluate and consider from time to time
and disclose any factors you will consider when determining whether and when to offer
such products in the future.

July 2, 2024
Page 6
Reserve management infrastructure, page 15
12.On pages 15 and 120, you state that “Circle is not allowed under law  to use the reserves
for corporate purposes, to lend them, to borrow against them, or otherwise encumber them
in any way” (emphasis added). Similarly, on page 27, you state that “Our Reserve
Management Standard is designed to materially mitigate these risks by restricting the
USDC reserve assets to cash and short-dated U.S. government obligations as required by
law” (emphasis added). Please revise to provide a materially complete description of the
law(s) you reference in these statements.
Circle Mint, page 16
13.Please revise to disclose what fees you charge for standard redemptions in high volumes,
and what constitutes high volume.
Risk Factors
Stablecoins may face periods of uncertainty, loss of trust, or systemic shocks..., page 27
14.You state that in certain extreme cases, such as a request to immediately redeem all or
substantially all of the USDC in circulation, the USDC reserve might not be sufficient to
cover such redemption requests, and in such case, you “would have to use [your] own
capital to make up any shortfall…” Please provide support for this statement, including
clarifying whether you would be contractually obligated to do so.
There is regulatory uncertainty regarding the classification of Circle stablecoins..., page 29
15.Your revised disclosure in response to comment 20 appears to suggest that the "other fiat-
currency-denominated payment stablecoins" you reference are only examples of other
crypto assets that you have plans to introduce and/or commercially support. Please further
revise your disclosure to specifically identify any crypto assets that you have plans to
introduce