SecProbe.io

February 27, 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. 4 to
Draft Registration Statement on Form S-1
Submitted February 13, 2025
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 January 14, 2025 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and capital resources
Cash flows, page 111
We note your response to prior comment 7. We also note your disclosure on page 91
that you "routinely use USDC for transactions and thus corporate-held USDC
contributes to the Circle stablecoin ecosystem's breadth" and your disclosure on page
F-16 regarding your accounting for the use of corporate-held stablecoins to make
payments for goods and services. Please revise your disclosure here, or where you 1.

February 27, 2025
Page 2
deem appropriate, to clarify how you present the use of corporate-held USDC to pay
operating expenses in your statements of cash flows consistent with your response to
prior comment 7 and its predecessors. In addition, clarify the impact of using
corporate-held USDC on your liquidity.
Financial Statements of Circle Reserve Fund, page F-56
2.We note your response to prior comment 6 and that you present a statement of assets
and liabilities and a related schedule of investments only as of April 30, 2024 and a
statement of operations only for the year then ended. As it appears from the
information in your filing that the Circle Reserve Fund would meet the Rule 1-02(w)
of Regulation S-X investment and/or income test at the 20% significance level as of
December 31, 2023 as stipulated in Rule 3-09(b) of Regulation S-X, please revise
your filing to also provide audited financial statements of the Circle Reserve Fund as
of and for the period from commencement of operations through April 30, 2023.
Otherwise explain why these financial statements are not required.
            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.