SecProbe.io

January 14, 2025
Jeremy Allaire
Chairman and Chief Executive Officer
Circle Internet Group, Inc.
One World Trade Center
New York, NY 10007
Re:Circle Internet Group, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted December 3, 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 November 1, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1
General
1.We continue to consider your responses to comments 3 through 7 from our letter
dated July 2, 2024 and may have further comments.
2.In your comment letter responses 40, 42, and 43 in your letter dated August 6, 2024,
you stated that you would enhance certain disclosures in future amendments. Based
on review of the latest amendment, we are unable to find the enhanced disclosures.
Please confirm that you will revise your disclosures in future amendments or tell us
where these disclosures are currently located.

January 14, 2025
Page 2
Risk factors
We are and may continue to be subject to litigation..., page 48
3.We note your response and revisions to prior comment 10. Please address the
following points in your next amendment or response letter, as applicable:
•We note your disclosure that you removed the FT Partners lawsuit from the
Supreme Court of the State of New York to a federal court. Please revise to
specifically name the federal court where the matter is currently pending.
•As previously requested, please revise to provide more specific, quantitative,
disclosure regarding the relief sought, to the extent applicable. Refer to Item 103
of Regulation S-K.
Alternatively, please provide a more detailed analysis supporting your belief that the
dispute with FT Partners is not a material pending legal proceeding as contemplated
by Item 103 of Regulation S-K, as your response indicates.
Management’s discussion and analysis of financial condition and results of operations
Collaboration Agreement with Coinbase and the Centre Acquisition, page 90
4.We note that in August 2023, in connection with your entry into the Collaboration
Agreement, you acquired the remaining outstanding 50% equity interest in Centre
Consortium LLC from Coinbase. Please supplementally provide us with any
agreement related to your acquisition of such equity interests, including any exhibits
and attachments thereto.
Business
Reserve management standard, page 131
5.We note your added disclosure that your reserve management standard limits the
types of assets that may be included in EURC reserves to certain assets, including "(i)
cash deposits at global banks, (ii) tri-party reverse repurchase agreements on an
overnight basis fully collateralized by eligible assets with requisite margins...." Please
revise your disclosure in the above-referenced romanette (ii) to clarify the nature of
the "eligible assets with requisite margins" that you reference.
Note to Consolidated Financial Statements
Note 2: Summary of significant accounting policies
Assets segregated for the benefit of stablecoin holders, page F-11
6.We note your response to prior comment 17 and object to the Company's conclusion
that its investment in the Circle Reserve Fund is not an equity method investment
under ASC Topic 323. As a result, please revise your accounting and disclosure to
apply the equity method to your investments in this Fund for each period presented in
your submission. Please also tell us whether there are any updates to your
consideration for the need to provide financial statements for the Fund under Rule 3-
09 of Regulation S-X as originally included as part of your response to comment 41 in
our letter dated July 2, 2024.
7.We note your response to prior comment 18. Please tell us how you account for
USDC to pay other operating expenses, including how such activity is presented in the
cash flow statement(s) and the amount of such payments in the periods presented.

January 14, 2025
Page 3
            Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638
if you have questions regarding comments on the financial statements and related
matters. Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at 202-551-
3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Richard D. Truesdell, Jr.