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CORRESP Filing

Circle Internet Group, Inc.
Date: Aug. 12, 2025 · CIK: 0001876042 · Accession: 0001193125-25-179053

Offering / Registration Process Regulatory Compliance Business Model Clarity

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File numbers found in text: 333-289531

Date
August 12, 2025
Author
Managing Director
Form
CORRESP
Company
Circle Internet Group, Inc.

Letter

August 12, 2025 VIA EDGAR Attn: David Lin Sandra Hunter Berkheimer Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington D.C. 20549-3561 Re: Circle Internet Group, Inc. Acceleration Request for Circle Internet Group, Inc. Registration Statement on Form S-1 File No. 333- 289531 Ladies and Gentlemen: We refer to the registration statement on Form S-1 (File No. 333-289531) (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 August 14, 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 ]

Very truly yours,
J.P. MORGAN SECURITIES LLC

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CORRESP
 1
 filename1.htm

 CORRESP

 August 12, 2025
 VIA EDGAR Attn: David Lin
 Sandra Hunter Berkheimer Securities and
Exchange Commission Division of Corporation Finance 100 F
Street, N.E. Washington D.C. 20549-3561
 Re:   Circle Internet Group, Inc.
 Acceleration Request for Circle Internet Group, Inc.
 Registration Statement on Form S-1
 File No. 333- 289531 Ladies
and Gentlemen: We refer to the registration statement on Form S-1 (File No. 333-289531) (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
August 14, 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 ]

 Very 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/ Alaoui Zenere

 Name:

 Alaoui Zenere

 Title:

 Managing Director

 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 ]