SecProbe.io

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 April 11, 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.
 Registration Statement on Form S-1
 Filed April 1, 2025
 File No. 333-286310
Dear Jeremy Allaire:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 27,
2025 letter.

Registration Statement on Form S-1
Prospectus summary
Recent Developments, page 24

1. We note your intent to provide preliminary statement of operations
information and
 non-GAAP information in ranges, as well as key operating data for the
first quarter of
 2025 without any apparent indication of narrative disclosure discussing
the results of
 your operations. When available, please revise your intended disclosure
to address
 any apparent trends indicative in your preliminary results and explain
the variations in
 significant line items over the results from the prior year period.
Risk factors, page 34

2. In the risk factors at pages 39 41 captioned "Absent federal
regulations, there is a
 possibility that Circle stablecoins may be classified as 'securities'
" and "If Circle
 April 11, 2025
Page 2

 stablecoins were classified as 'securities' ," please remove the
statements that "the
 SEC has not objected" and "the SEC has not challenged," respectively,
the Company's
 assessment that Circle stablecoins are not offered and sold as
"securities" under the
 U.S. federal securities laws. Also, please make corresponding revisions
to your
 disclosure in the second full paragraph on page 154. In addition, in the
risk factor at
 page 64 captioned "If we were deemed to be an investment company under
the 1940
 Act, applicable restrictions likely would make it impractical for us to
continue our
 business as currently contemplated," please remove the statement that
"the SEC has
 not objected" to the Company's analysis of its status under the
Investment Company
 Act of 1940.
Management's discussion and analysis of financial condition and results of
operations
Key components of revenue and expenses
Distribution, transaction, and other costs
Distribution and transaction costs, page 101

3. We note your revision in the disclosure about the computation of the
payment to
 Coinbase under the Collaboration Agreement to incorporate a "residual
payment
 base." Please revise your disclosure regarding romanette (ii) as the
parenthetical
 phrase added since your last draft registration statement submission
appears to
 indicate that the amount of the payment associated with romanette (ii)
is calculated
 after deducting the amount derived from romanette (ii).
Results of operations, page 104

4. We note that reserve income increased $230.5 billion or 16.1 % in 2024
from 2023
 with approximately 10 percentage points attributable to the 9% increase
in average
 USDC in circulation and approximately 6 percentage points attributable
to the 25
 basis point increase in average yields. Excluding the 10% increase in
distribution and
 transaction costs of $74.1 million primarily attributable to the Binance
one-time
 fee, distribution costs paid to Coinbase increased 31% or approximately
 $216.6 million primarily attributable to the 10 percentage point
increase in the
 weighted-average USDC in circulation held on Coinbase's platform. Given
the
 mechanics of the payments underlying your Coinbase Collaboration
Agreement
 disclosed on page 101, and that it appears that there is a trend of
Coinbase holding
 more USDC on its platform at an increasing rate than you do on your
platform, it
 appears that Coinbase will be allocated a larger portion of your reserve
income in the
 form of distribution costs than you retain. Please tell us your
consideration for
 disclosing the impact of this apparent trend in your historical results
of operations
 discussion as well as the anticipated future impact. In this regard, it
appears that the
 rate of increase in distribution and transaction costs will exceed the
rate of any
 increase in reserve income. Refer to Items 303(a) and 303(b)(2)(ii) of
Regulation S-K.
Liquidity and capital resources, page 113

5. We note your response to prior comment 1 and your revised disclosures on
pages 99
 and 114. Given the breadth of your policy notes, please enhance the
reference to Note
 2 on page 114 to specify the "Deposits from Stablecoin Holders" policy
note. In
 addition, consistent with your disclosure on page F-16, revise your
disclosure here to
 April 11, 2025
Page 3

 indicate that corporate-held stablecoins are utilized and presented in
the consolidated
 statements of cash flows in the same manner as if such payments were
settled in cash.
Circle Internet Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Deposits from Stablecoin Holders, page F-16

6. We note your response to prior comment 1 and your revised disclosures on
page F-16.
 Please revise the penultimate sentence of the first paragraph of this
policy note to
 indicate, in part, that when you make payments in the form of
corporate-held
 stablecoins, the cash associated with these stablecoins is then
reflected as Cash and
 cash equivalents segregated for the benefit of stablecoin holders, not
corporate-held
 stablecoins, consistent with your response to comment 42 of your August
6, 2024
 letter. Otherwise explain to us why your revised disclosure effectively
maintains the
 corporate-held stablecoin cash balance when a third party then holds the
stablecoin.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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.
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