CORRESP Filing
Circle Internet Group, Inc.
Date: June 2, 2025 · CIK: 0001876042 · Accession: 0000950103-25-006799
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286310
Letter
Re: Circle Internet Group, Inc.
June 2, 2025
VIA EDGAR
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
Attn: Sandra Hunter Berkheimer David Lin
Acceleration Request for Circle Internet Group, Inc.
Registration Statement on Form S-1
File No. 333-286310
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (File No. 333-286310) (as amended, the " Registration Statement "), of Circle Internet Group, Inc. (the " Company "), relating to the registration of the Company's Class A common stock, par value $0.0001 per share.
In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, (the " Act ") we, as representatives of the several underwriters (the " Underwriters "), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on June 4, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[ Signature Page Follows ]
V ery truly yours,
J.P. MORGAN SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN SACHS & CO. LLC
As representatives of the several underwriters
J.P. MORGAN SECURITIES LLC
By: /s/ Apoorva Ramesh
Name Apoorva Ramesh
Title: Vice President
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Mark Gracia
Name: Mark Gracia
Title: Managing Director
GOLDMAN SACHS & CO. LLC
By: /s/ Danielle Freeman
Name: Danielle Freeman
Title: Managing Director
[ Signature Page to Acceleration Request ]
Show Raw Text
CORRESP 1 filename1.htm June 2, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sandra Hunter Berkheimer David Lin Re: Circle Internet Group, Inc. Acceleration Request for Circle Internet Group, Inc. Registration Statement on Form S-1 File No. 333-286310 Ladies and Gentlemen: We refer to the registration statement on Form S-1 (File No. 333-286310) (as amended, the " Registration Statement "), of Circle Internet Group, Inc. (the " Company "), relating to the registration of the Company's Class A common stock, par value $0.0001 per share. In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, (the " Act ") we, as representatives of the several underwriters (the " Underwriters "), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on June 4, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ] V ery truly yours, J.P. MORGAN SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. GOLDMAN SACHS & CO. LLC As representatives of the several underwriters J.P. MORGAN SECURITIES LLC By: /s/ Apoorva Ramesh Name Apoorva Ramesh Title: Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Mark Gracia Name: Mark Gracia Title: Managing Director GOLDMAN SACHS & CO. LLC By: /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director [ Signature Page to Acceleration Request ]