SecProbe.io

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 ]

CORRESP
 1
 filename1.htm

 CORRESP

 August 12, 2025 U.S.
Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549

 Attention:

 Sandra Hunter Berkheimer David Lin
 Mark Brunhofer Michelle Miller

 Re:

 Circle Internet Group, Inc. Registration
Statement on Form S-1 File No. 333-289531
 Ladies and Gentlemen: Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Circle Internet Group, Inc. (the “ Company ”) hereby requests that the effective date for the Company’s Registration Statement on Form
 S-1 (File No. 333-289531) (the “ Registration Statement ”) be accelerated so that it will be declared 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 Securities and Exchange Commission. By separate letter, the underwriters for the offering to which the Registration
Statement relates join in this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Davis Polk & Wardwell LLP, by calling Daniel P. Gibbons at (212) 450-3222.

 Sincerely,
 Circle Internet Group, Inc.

 By:

 /s/ Sarah K. Wilson

 Name:

 Sarah K. Wilson

 Title:

 General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 6, 2025

Jeremy Allaire
Chief Executive Officer
Circle Internet Group, Inc.
One World Trade Center
New York, NY 10007

 Re: Circle Internet Group, Inc.
 Draft Registration Statement on Form S-1
 Submitted August 4, 2025
 CIK No. 0001876042
Dear Jeremy Allaire:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 2, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Sandra Hunter Berkheimer
David Lin
Mark Brunhofer
Michelle Miller

 Re: Circle Internet Group, Inc.
Registration Statement on Form S-1
File No. 333-286310

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Circle
Internet Group, Inc. (the " Company ") hereby requests that the effective date for the Company's Registration Statement
on Form S-1 (File No. 333-286310) (as amended, the " Registration Statement ") be accelerated so that it will be declared
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 Securities and Exchange Commission. By separate letter, the underwriters for the offering to which the Registration
Statement relates join in this request for acceleration.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

 Sincerely,

 Circle Internet Group, Inc.

 By:
 /s/ Sarah K. Wilson

 Name:	Sarah K. Wilson

 Title:	General Counsel

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 ]

CORRESP
 1
 filename1.htm

 CORRESP

 +1 212 450 4000 davispolk.com

 Davis Polk & Wardwell LLP 450
Lexington Avenue New York, NY 10017

 April 28, 2025 U.S.
Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549

 Attention:

 Mark Brunhofer

 Michelle Miller

 Sandra Hunter Berkheimer

 David Lin

 Re:
 Circle Internet Group, Inc.
 Registration Statement on Form S-1
 File No. 333-286310
 Ladies and Gentlemen: On behalf of our client, Circle Internet
Group, Inc. (the “ Company ”), and as discussed with the staff of the Securities and Exchange Commission (the “ SEC ”), this letter sets forth certain information proposed to be included in an amendment to the
Company’s Registration Statement on Form S-1 relating to its proposed initial public offering (the “ Registration Statement ”) that will be filed with the SEC at a later date.
 Preliminary results as of and for the three months ended March 31, 2025
 Set forth below are preliminary estimates of selected unaudited financial information for the three months ended March 31, 2025 and unaudited financial
information for the three months ended March 31, 2024. Our consolidated financial statements as of and for the three months ended March 31, 2025 are not yet available and are subject to completion of our financial closing procedures. The
following information reflects our preliminary estimates based on currently available information and is subject to change. We have provided ranges, rather than specific amounts, for the preliminary results described below because we are still in
the process of finalizing our financial results as of and for the three months ended March 31, 2025 and, as a result, our final reported results may vary from the preliminary estimates; however, we do not expect our final reported results to
materially differ from the preliminary results shown below. The preliminary financial data included in this prospectus have been prepared by, and are the responsibility of, our management. Our independent registered public accounting firm,
Deloitte & Touche LLP, has not audited, reviewed, compiled, or performed any procedures with respect to this preliminary financial information. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of
assurance with respect thereto.

           Division of Corporation Finance
           U.S. Securities and Exchange
           Commission

 Three months ended March 31, 2025

 Three months ended March 31, 2024

 High

 Low

 (in thousands)

 Revenue and reserve income

 Reserve income

 $
 563,500

 $
 541,100

 $
 359,639

 Other revenue

 20,900

 20,000

 5,455

 Total revenue and reserve income from continuing operations

 584,400

 561,100

 365,094

 Distribution, transaction, and other costs

 Distribution and transaction costs

 350,800

 336,900

 202,742

 Other costs

 500

 300

 3,995

 Total distribution, transaction, and other costs

 351,300

 337,200

 206,737

 Operating expenses

 Compensation expenses

 76,300

 73,300

 61,149

 General and administrative expenses

 31,000

 29,700

 30,517

 Depreciation and amortization expense

 14,000

 13,400

 11,593

 IT infrastructure costs

 7,700

 7,400

 6,334

 Marketing expenses

 3,900

 3,700

 818

 Digital assets (gains) losses and impairment

 6,300

 6,100

 (4,373
 )

 Gain on sale of intangible assets

 100

 — 

 — 

 Total operating expenses

 139,300

 133,600

 106,038

 Operating income from continuing operations

 93,800

 90,300

 52,319

 Other income (expense), net

 (3,100
 )

 (3,000
 )

 20,557

 Net income before income taxes

 90,700

 87,300

 72,876

 Income tax expense

 25,300

 24,300

 24,237

 Net income from continuing operations

 $
 65,400

 $
 63,000

 $
 48,639

 Other financial information:

 Adjusted EBITDA (1)

 $
 123,750

 $
 118,700

 $
 76,258

 (1)
 To provide investors with additional information regarding our financial results, we have disclosed here and
elsewhere in this prospectus Adjusted EBITDA, a non-GAAP financial measure that we calculate as net income from continuing operations excluding: depreciation and amortization expense; interest expense, net of
amortization of discounts and premiums; interest income; income tax expense; stock compensation expense; certain legal expenses; realized and unrealized (gains) losses, net, on digital assets held for investment, other related investments and
strategic investments; realized (gains) losses on available-for-sale debt securities; restructuring expenses; acquisition-related costs; change in fair value of
convertible debt, warrant liability, and embedded derivatives; (gain) loss on sale of long-lived assets; and foreign currency exchange loss. For additional information regarding our use and the limitations of Adjusted EBITDA, see
“Management’s discussion and analysis of financial condition and results of operations—Non-GAAP financial measures.” The following table reconciles Adjusted EBITDA to net income from
continuing operations, the most closely comparable GAAP financial measure:

           Division of Corporation Finance
           U.S. Securities and Exchange
           Commission

 Three months ended March 31, 2025

 Three months ended March 31, 2024

 High

 Low

 (in thousands)

 Net income from continuing operations

 $
 65,400

 $
 63,000

 $
 48,639

 Adjusted for:

 Depreciation and amortization expense

 14,000

 13,400

 11,593

 Interest expense, net of amortization of discounts and premiums

 500

 300

 497

 Interest income (1)

 (8,100
 )

 (7,700
 )

 (8,353
 )

 Income tax expense

 25,300

 24,300

 24,237

 Stock compensation expense

 12,900

 12,300

 9,480

 Certain legal expenses (2)

 1,950

 1,800

 1,678

 Realized and unrealized (gains) losses, net, on digital assets held for investment, other related
investments and strategic investments

 8,300

 8,000

 (4,363
 )

 Realized (gains) losses on
 available-for-sale debt securities

 — 

 — 

 (3
 )

 Restructuring expenses (3)

 — 

 — 

 760

 Acquisition-related costs (4)

 550

 500

 — 

 Change in fair value of convertible debt, warrant liability, and embedded derivatives

 2,300

 2,300

 (8,095
 )

 (Gain) loss on sale of long-lived assets

 100

 —

 47

 Foreign currency exchange loss

 550

 500

 141

 Adjusted EBITDA

 $
 123,750

 $
 118,700

 $
 76,258

 (1)
 Reflects interest income from corporate cash and cash and cash equivalents balances. For the avoidance of
doubt, this amount does not include the impact of reserve income.

 (2)
 Reflects litigation expenses related to the FT Partners litigation and legal and settlement expenses related to
legacy businesses. Refer to Note 23 to our consolidated financial statements included elsewhere in this prospectus for a summary of these legal matters.

 (3)
 Reflects one-time restructuring expenses incurred in connection with
our change in domicile from the Republic of Ireland to the State of Delaware.

 (4)
 Reflects legal and professional services costs related to the Hashnote acquisition in the first quarter of
2025. Reserve income. We estimate that our reserve income will be between $541.1 million and $563.5 million for the
three months ended March 31, 2025, compared to $359.6 million for the three months ended March 31, 2024. The expected increase is primarily driven by an approximate 90% increase in average USDC in circulation, reflecting increased
demand for Circle stablecoins related to digital asset trading activity, market share gains in key markets, and expanded strategic partnerships and integrations, partially offset by a decrease in average yields of approximately 100 basis points
reflecting interest rate actions undertaken by the U.S. Federal Reserve. Distribution and transaction costs. We estimate that our distribution and
transaction costs will be between $336.9 million and $350.8 million for the three months ended March 31, 2025, compared to $202.7 million for the three months ended March 31, 2024. The expected increase is primarily driven
by increases in distribution costs paid to Coinbase as a combined result of increased reserve income and their on-platform balances and increases in other distribution costs related to new strategic
distribution partnerships. Total operating expenses. We estimate that our total operating expenses will be between $133.6 million and
$139.3 million for the three months ended March 31, 2025, compared to $106.0 million for the three months ended March 31, 2024. The expected increase is primarily driven by increases in compensation expenses driven by increases
in average global headcount, an increase in digital assets (gains) losses and impairment due to market fluctuations in prices of digital assets, and increased marketing and IT infrastructure spend as we continue to build, grow, and scale our
company. In addition, set forth below are our key operating indicators as for the three months ended March 31, 2025. For the definition and
calculation of these indicators, see “Management’s discussion and analysis of results of operations and financial condition—Key operating and financial indicators.”

           Division of Corporation Finance
           U.S. Securities and Exchange
           Commission

 Three months ended March 31, 2025

 (in millions, except reserve return rate and stablecoin market share)

 Key operating data:

 USDC in circulation, end of period

 $
 59,976

 Average USDC in circulation

 $
 54,136

 Reserve return rate

 4.1% to 4.2
 %

 USDC on platform, end of period

 $
 3,857

 Daily weighted-average percentage of USDC on platform

 5.7
 %

 USDC minted

 $
 52,831

 USDC redeemed

 $
 (36,712
 )

 Stablecoin market share, end of period

 29
 %

 Meaningful Wallets, end of period

 4.88

 * * * Please do
not hesitate to contact me at (212) 450-4674 or richard.truesdell@davispolk.com or Daniel P. Gibbons at (212) 450-3222 or dan.gibbons@davispolk.com if you have any
questions regarding the foregoing or if we can provide any additional information. Very truly yours,
 /s/ Richard D. Truesdell, Jr. CC: Jeremy Allaire
 Heath Tarbert Sarah K. Wilson
     Circle Internet Group, Inc.

CORRESP
 1
 filename1.htm

 CORRESP

 +1 212 450 4000 davispolk.com

 Davis Polk & Wardwell LLP 450 Lexington
Avenue New York, NY 10017

 April 18, 2025 U.S.
Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Sandra Hunter Berkheimer
 David Lin Mark Brunhofer
 Michelle Miller

 Re:
 Circle Internet Group, Inc.
 Registration Statement on Form S-1
 Filed April 1, 2025 File
No. 333-286310 Ladies and Gentlemen: On behalf of our
client, Circle Internet Group, Inc. (the “ Company ” or “ Circle ”), this letter sets forth the Company’s responses to the comments provided by the staff (the “ Staff ”) of the U.S. Securities and
Exchange Commission (the “ Commission ”), relating to the Company’s Registration Statement on Form S-1 filed on April 1, 2025, contained in the Staff’s letter, dated April 11, 2025 (the “ Comment
Letter ”). In response to the comments set forth in the Comment Letter, the Company has revised its Registration Statement on Form S-1 and is filing via EDGAR an Amendment No. 1 to the Registration Statement on Form S-1 (the
“ Amended Registration Statement ”) together with this response letter. The Amended Registration Statement also contains certain additional updates and revisions.
 For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page
numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Amended Registration Statement.
 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.
 Response : The Company has revised the disclosures on page 26 of the Amended Registration Statement to address any apparent trends indicative in the
Company’s preliminary results and to explain any variations in significant line items over the results from the prior year period. The Company will provide the full disclosure in a future amendment to the registration statement.

 Division of Corporation Finance U.S. Securities
and Exchange Commission

 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 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.
 Response : The Company has revised the disclosures on pages 39, 41, 64, and 154 of the Amended Registration Statement to remove the statements
identified in the Staff’s comment. 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).
 Response : The Company has revised the disclosures on pages 96 and 101 of the Amended Registration Statement to further clarify the methodology used to
compute the residual payment base under the Collaboration Agreement. 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. Response : The Company has revised the disclosures on
pages 96-97 of the Amended Registration Statement to provide additional information regarding the trends in the amounts of USDC held on Coinbase’s platform, as well as the portion of reserve income allocated to Coinbase under the Collaboration
Agreement. Additionally, the Company has revised the disclosures on page 48 of the Amended Registration Statement to provide further detail regarding the risk associated with increasing distribution costs paid to the Company’s distribution
partners.

 2

 Division of Corporation Finance U.S. Securities
and Exchange Commission

 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 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.
 Response : The Company has revised the disclosures on page 114 of the Amended Registration Statement to enhance the reference to the “Deposits from
Stablecoin Holders” policy note and to clarify its impact on the consolidated statements of cash flows. 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. Response : The Company acknowledges and
appreciates the Staff’s comment. The Company believes that its current disclosures describe the underlying economic substance of the Company’s accounting for payments in the form of corporate-held stablecoins. In financial statements filed
with the Commission following the consummation of the Company’s initial public offering, the Company will update the identified accounting policy as follows to clarify that when the Company makes payments in the form of corporate-held
stablecoins, the associated cash is subsequently reflected as “Cash and cash equivalents segregated for the benefit of stablecoin holders,” and is no longer included in the corporate-held stablecoin balance (additions are underlined and
deletions are represented by strikethrough). Deposits from Stablecoin Holders
 Funds received from customers from the issuance of Circle stablecoins represent claims which are reflected as a liability classified as
Deposits from stablecoin holders on the Consolidated Balance Sheets. As a licensed money transmitter and regulated Electronic Money Institution, Circle is obligated to redeem all Circle stablecoins presented by Circle Mint customers on a one for one
basis for U.S. dollars or euros, as applicable, except in limited circumstances, such as when prohibited by law or court order or instances where fraud is suspected. As such, the Company does not have an unconditional right to deny Circle stablecoin
redemption requests from Circle Mint customers. With the exception of general stablecoin holders subject to specific regulatory requirements such as those in the European Union, the Company does not redeem Circle stablecoins from stablecoin holders
who are not Circle Mint customers. However, Circle stablecoins are supported by numerous global digital asset exchanges and marketplaces, including neo-banks, brokerages, payment providers, remittance providers, superapps and commerce companies, and
as such, Circle stablecoin holders could transact with Circle Mint customers, ultimately allowing the Circle stablecoins to be redeemed. Deposits from stablecoin holders do not include amounts associated with corporate-held stablecoins. Cash
associated with such corporate-held stablecoins are presented as Cash and cash equivalents segregated for corporate-held stablecoins on the Consolidated Balance Sheets. When the Company makes payments in the form of corporate-held stablecoins, the
Company records an associated Deposits from stablecoin holders and records the cash associated with such stablecoins as Cash and cash equivalents segregated for the benefit of stablecoin holders corporate-held
stablecoins . When such payments, in the form of corporate-held stablecoins, are for distribution, transaction and other costs or operating expenses incurred, the payments are presented in the consolidated statements of cash flows in the
same manner as if such payments were settled in cash. * * *

 3

 Division of Corporation Finance U.S. Securities
and Exchange Commission

 Please do not hesitate to contact me at (212) 450-4674 or richard.truesdell@davispolk.com or Daniel P.
Gibbons at (212) 450-3222 or dan.gibbons@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.
 Very truly yours, /s/ Richard D. Truesdell, Jr.
 CC: Jeremy Allaire Heath Tarbert
 Sarah K. Wilson Circle Internet Group, Inc.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 +1
 212 450 4000
 davispolk.com
 Davis
 Polk & Wardwell LLP
 450 Lexington Avenue
 New York, NY 10017

 April 1, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Sandra Hunter Berkheimer
David Lin
Mark Brunhofer
Michelle Miller

 Re: Circle Internet Group, Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
CIK No. 0001876042

 Ladies and Gentlemen:

 On behalf of our client, Circle Internet Group, Inc. (the " Company "
or " Circle "), this letter sets forth the Company's responses to the comments provided by the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission "), relating to the Company's Draft Registration
Statement on Form S-1 submitted on February 13, 2025, contained in the Staff's letter, dated February 27, 2025 (the " Comment
Letter "). In response to the comments set forth in the Comment Letter, the Company has revised its Registration Statement on
Form S-1 and is publicly filing via EDGAR an amended Registration Statement on Form S-1 (the " Registration Statement ")
together with this response letter. The Registration Statement also contains certain additional updates and revisions.

 For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff's
comments) correspond to pages and captions in the Registration Statement.

 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

 1. 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 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.

 Response : The Company respectfully advises the Staff that the
Company has revised the disclosures on pages 99, 114, and F-16 of the Registration Statement to further clarify the accounting for the
use of corporate-held stablecoins.

 Financial Statements of Circle Reserve Fund, page F-56

 Division of Corporation Finance U.S. Securities and Exchange Commission

 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.

 Response : The Company has revised the Registration Statement
to include audited financial statements of the Circle Reserve Fund as of and for the period from commencement of operations through April
30, 2023.

 * * *

 Please do not hesitate to contact me at (212) 450-4674 or richard.truesdell@davispolk.com
or Daniel P. Gibbons at (212) 450-3222 or dan.gibbons@davispolk.com if you have any questions regarding the foregoing or if we can provide
any additional information.

 Very truly yours,
/s/ Richard D. Truesdell, Jr.

 CC: Jeremy Allaire
Heath Tarbert

 Sarah K. Wilson

 Circle Internet Group, Inc.

 2

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.

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.

November 1, 2024
Jeremy Allaire
Chairman and Chief Executive Officer
Circle Internet Group, Inc.
99 High Street, Suite 1701
Boston, MA 02110
Re:Circle Internet Group, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 6, 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 July 2, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
General
1.We note your responses to comments 3 through 7. We continue to consider your
responses and may have further comments.
2.We note your response to comment 58 of our letter dated February 27, 2024. As we
continue to evaluate your response, please supplementally provide us with your
Intellectual Property License Agreement with Coinbase.
We note your press release posted on your website announcing your plans to partner 3.

November 1, 2024
Page 2
with Coincheck, Inc. to expand USDC access in the Japanese market. Please revise to
disclose the status of this partnership and the material terms thereof, to the extent the
information is material to understanding your current and future business. Also please
tell us what consideration you have given to filing any documents memorializing the
same as an exhibit to the registration statement. Refer to Item 601(b)(10) of
Regulation S-K.
4.Your website blog post titled "Why Developers Can Trust USDC" states that there are
many DeFi lending protocols across several blockchains where end-users can earn
yield on USDC deposits, including Aave, Compound, Mango Markets, Apricot
Finance, Solend, Maple Finance, and Goldfinch Finance. Please tell us whether you
have entered into any agreements or arrangements with any DeFi lending protocols in
connection therewith. If so, and to the extent material, please revise in an appropriate
section of the prospectus to describe the material terms thereof and file the same as
exhibits to your registration statement if required by Item 601(b)(10) of Regulation
 S-K.
Prospectus summary
The issuers of Circle stablecoins, page 8
5.We note your revised disclosure under this heading that USDC is issued by two of
your wholly owned subsidiaries: (i) Circle Internet Financial, LLC, in jurisdictions
other than the European Economic Area, and (ii) Circle Internet Financial Europe
SAS in the European Economic Area. Please tell us how the issuance of USDC by
two of your subsidiaries works mechanically and whether there are any risks or other
issues you consider as a result of having two issuers of USDC.
Circle's stablecoin network in the new internet financial system, page 11
6.We note your response to prior comment 11 that in evaluating additional fee-based
products, you intend to consider those factors typically considered by businesses
seeking to launch new products, such as complexity and development costs, market
opportunity, anticipated revenues, and the competitive landscape. Please further revise
your prospectus to disclose the same.
Risk factors, page 26
7.We note that on June 6, 2023, the Commission filed an enforcement action against
Coinbase, Inc. and Coinbase Global, Inc. To the extent material, please include risk
factor disclosure describing the current and potential impacts therefrom on your
business. In this regard, please address, without limitation, whether any unfavorable
outcomes in this action could negatively impact Coinbase Global, Inc.'s ability to
perform its obligations under the Collaboration Agreement and any material impacts
and risks to your shareholders related thereto.
There is regulatory uncertainty regarding the classification of Circle stablecoins, page 30
8.Please revise your disclosure to address the fact that others, including your business
partners, may create and market investment products related to or involving USDC or
EURC that could involve the offer and sale of a security.

November 1, 2024
Page 3
Our customers' funds and digital assets may fail to be adequately safeguarded by us..., page
37
9.We note your response to prior comment 16. Please supplementally provide us with
information regarding your insurance coverage limits so that we can better understand
your analysis and conclusion. We continue to evaluate your response to prior
comment 16 and may have further comments.
We are and may continue to be subject to litigation..., page 48
10.We note your disclosure that you are currently in a dispute with Financial Technology
Partners and that, if the dispute is ultimately resolved in a manner adverse to your
position, or if you ultimately settle this dispute by mutual agreement, you may be
required to make substantial payments to Financial Technology Partners. Please revise
to include the name of the court in which the proceeding is pending and, to the extent
applicable, more specific, quantitative, disclosure regarding the relief sought. Please
refer to Item 103 of Regulation S-K.
Management's discussion and analysis of financial condition and results of operations
Key factors affecting operating results
Distribution costs, page 88
We note your response to prior comment 20 and that you believe average USDC
holdings on your and Coinbase's platforms would not be material to potential
investors and could cause confusion for potential investors because the percentage
holdings on these platforms is only one determinant of distribution costs and reserve
income significantly impacts distribution costs. Please address the following:
•We note that USDC in circulation which directly impacts respective USDC
holdings declined 45% during 2023 however USDC held on Coinbase's platform
increased from 5% at December 31, 2022 to 12% at December 31, 2023. Since
distribution payments are determined daily, tell us how a straight average captures
the impact of non-linear changes in USDC in circulation from which reserve
income is generated and allocated based on USDC holdings on the respective
platforms.
•We note that you disclose daily average USDC in circulation and resulting reserve
return rate in an apparent effort to provide more meaningful information on
reserve income and the change in reserve income rather than a straight average of
beginning and ending USDC in circulation that can be calculated from your
rollforward on page 82. Elaborate on why providing the daily average USDC on
your and Coinbase's platforms, in addition to information on period end amounts
on these platforms, is potentially confusing to investors considering that providing
information about activity over time as opposed to at a point in time is generally
well understood.
Tell us whether Coinbase provides you daily information about USDC held on its
platform. If so, tell us why you had to estimate the percentage of USDC held on
its platform and held outside your and its platforms as indicated in your response
to the second bullet of prior comment 20. Also, if so, tell us why the fact that this
information is not publicly available impacts your determination to not disclose •11.

November 1, 2024
Page 4
potentially meaningful information to investors.
Composition of USDC reserves, page 103
12.Refer to your response to prior comment 29. Please disclose in an appropriate section,
consistent with your response, the material terms of your memorandum of
understanding with BlackRock entered in April 2022 (the "MOU"), including, without
limitation, Blackrock's:
•Appointment as manager of USDC reserves and to manage USDC cash reserves,
other than up to 20% of USDC cash reserves that you may keep in bank deposits;
•Right of first refusal to be the preferred asset manager for similar arrangements
for cash reserves of other stablecoins that you may issue; and
•Right to notice of certain material capital and strategic transactions you may
undertake.

Additionally, please file the MOU as an exhibit to the registration statement pursuant
to Item 601(b)(10) of Regulation S-K.
Warrants, page 106
13.We note your response to prior comment 31. To help us further evaluate your
response, please supplementally provide us with information regarding the identities
of the commercial counterparty and the digital asset exchange that were granted
warrants, including copies of the related warrant agreements entered into April 2023
and August 2023, respectively. We may have further comments.
Business
Reserve management standard, page 129
14.You disclose that your reserve management standard limits the types of assets that
may be included in your stablecoin reserves to "(i) U.S. Treasury securities..., (ii) cash
deposits at global banks, (iii) tri-party reverse repurchase agreements fully
collateralized by U.S. Treasury securities on an overnight basis..., (iv) government
money market funds, and (v) other financial instruments including digital tokenized
products where the underlying asset composition of such financial instruments is
limited solely to eligible assets under our reserve management standard " (emphasis
added). Please revise your reference to "eligible assets under our reserve management
standard" in romanette (v) to clarify, if accurate, that you are referring to the eligible
assets identified in romanettes (i) - (iv).
15.We note your revised disclosure in response to prior comment 36. Please further
revise to disclose any guidelines or parameters utilized by your reserve management
committee to approve any changes to your reserve management strategy, limits, and
any exceptions or changes to your reserve management standard. Please also revise to
provide examples of any such changes in the past.
Collaboration with Coinbase, page 134
We note your response to prior comment 39 that you did not quantify the issuer
retention amount in your revised disclosure, as you consider such information to be 16.

November 1, 2024
Page 5
commercially sensitive information. However, this information appears to be a
material term of the Collaboration Agreement. Please further revise to disclose a
range of values from which the issuer retention amount is determined pursuant to the
terms of the Collaboration Agreement.
Note to Consolidated Financial Statements
Note 2: Summary of significant accounting policies
Assets segregated for the benefit of stablecoin holders, page F-11
17.We note your response to prior comment 41 related to your conclusion that you do not
exert significant influence over the Fund.  Please further address the following:
•Explain to us the basis for structuring the money market fund where you are the
only investor.
•Your response indicated that you have “no substantive voting rights.”  Describe to
us the decisions over which you have voting rights and why you do not believe
those voting rights are substantive.
•Explain to us how you are able to overcome the presumption that you have the
ability to exercise significant influence over the fund by virtue of your 100%
ownership.  Include in your response an analysis of the factors contained in ASC
323-10-15-6, a description of the operating and financial policies involved in
operating the fund (e.g., selecting investments, setting fees, et. al.), and how it is
not possible for you to influence those policies by virtue of your 100% ownership
and ability to redeem your shares.
•We note the Statement of Additional Information for the Fund states: “The Fund
has adopted restrictions and policies relating to the investment of the Fund’s
assets and its activities. Certain of the restrictions are fundamental policies of the
Fund and may not be changed without the approval of the holders of a majority of
the Fund’s outstanding voting securities (which for this purpose and under the
Investment Company Act means the lesser of (i) 67% of the shares represented at
a meeting at which more than 50% of the outstanding shares are represented or
(ii) more than 50% of the outstanding shares).”  Tell us how you evaluated this
approval right under ASC 323-10-15-6.
•Tell us whether your approval is necessary for the admission of other investors
into the Fund.
We acknowledge your response to prior comment 42 where you indicate that all
distribution costs under your Collaboration Agreement with Coinbase for the periods
presented were paid in corporate-held USDC and that these payments were reflected
as operating activities and a corresponding financing activity in your statements of
cash flows. We note from your April 12, 2024 response to comment 71 of our
February 27, 2024 letter that you considered the settlement of a loan payable with
corporate-held USDC to be a noncash financing activity. As corporate-held USDC is
not cash, please tell us why you do not reflect the use of it to pay accounts payables to
Coinbase under your Collaboration Agreement (and any other operating expenses) as
noncash activities in your cash flow statements. In your response, compare and
contrast your accounting for the settlement of a loan payable with corporate-held
USDC as a noncash transaction with that of your settlement of operating expense-18.

November 1, 2024
Page 6
related accounts payables. Reference for us the authoritative literature you rely upon
to support your accounting in your cash flow statements.
            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.

July 2, 2024
Jeremy Allaire
Chairman and Chief Executive Officer
Circle Internet Financial Limited
99 High Street, Suite 1701
Boston, MA 02110
Re:Circle Internet Financial Limited
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 12, 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 February 27,
2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note your responses to comments 1, 39 and 48. We continue to consider your
responses and may have further comments.
2.Please review capitalized terms throughout your registration statement to ensure that they
are defined. For example, we note that “Reserve Management Standard” and “Reserve
Management Committee” have not been defined.
We have the following comments regarding your discussion of the nature of the
Company’s present assets as they relate to the Company’s analysis under section 3.

July 2, 2024
Page 2
3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”):
•Please provide a description of your current assets that distinguishes between
“securities” as that term is defined in section 2(a)(36) of the 1940 Act and assets that
are not—rather than any distinction between purported “Neutral Assets” and
“Relevant Securities” developed for the separate analysis under Rule 3a-1. In your
response, please separately identify each constituent category of assets, together with
their amounts.
•You indicate that the Company holds securities, including shares of the Circle
Reserve Fund, to the extent “necessary” to back its stablecoins. Please clarify why it
is “necessary” for the Company to hold such securities, in light of the fact that
demand deposits, or other assets that are not securities as defined in section 2(a)(36)
of the 1940 Act, would appear to similarly “back” the Company’s stablecoins.
•Please expand your discussion of the nature of the Company’s present assets to reflect
the Company’s responses to the above-listed questions when evaluating whether the
Company is primarily engaged in the business of investing in securities.
We have the following comments regarding your discussion of the sources of the
Company’s income as it relates to the Company’s analysis under section 3(a)(1)(A) of the
1940 Act:
•Please provide a description of your income that distinguishes between “securities” as
that term is defined in section 2(a)(36) of the 1940 Act and assets that are not—rather
than any distinction between purported “Neutral Assets” and “Relevant Securities”
developed for the separate analysis under Rule 3a-1. In your response, please
separately identify each constituent category of assets, together with their amounts .
•On page 12 you describe the company’s “current revenue model” as substantially
dependent on your ability to “monetize the amount of money on the network….”
Please explain the way you view this revenue model’s relation to your purported
primary business of “developing and operating the market infrastructure for
stablecoins, and blockchain applications more generally…” and discuss whether and
to what extent these specific activities (i.e., those relating to stablecoin infrastructure
and blockchain applications) are primarily designed to increase the “money stock” on
the network so that the Company may increase the size (and income from) the
Company’s interest in the Circle Reserve Fund.
•Please discuss whether and how your efforts with respect to market infrastructure or
blockchain applications relate to stablecoins other than USDC and EURC.
•Please clarify your references to the reserves as being for the “exclusive benefit of
stablecoin holders” in light of the Company’s current revenue model.
In your response you indicate that “the Company does not believe that reasonable
investors would purchase shares of the Company for indirect exposure to income
generated from the Company’s holdings in … the Circle Reserve Fund and U.S.
government securities.” Please explain why reasonable investors would not expect
direct exposure to income generated from the Company’s securities holdings, in light
of (i) the Company’s stated revenue model, (ii) the fact that the Circle Reserve Fund
constitutes the substantial majority of all of the Company’s assets, (iii) the Circle
Reserve Fund appears to be named after the Company, and (iv) the Company appears •4.

July 2, 2024
Page 3
to be the only permitted holder of the Circle Reserve Fund’s securities. Please also
explain what income investors in the Company’s equity would gain exposure to if not
the Circle Reserve Fund, in light of these considerations.
•You describe potential new fees to be introduced in the future and indicate that “such
new fees are expected to provide an important potential long-term source of revenue
for the Company going forward.” Please describe (i) the likelihood that such new fees
would be introduced in the foreseeable future and (ii) whether you anticipate such
fees would compose a significant portion of your income and in what approximate
amounts. Please also clarify if you believe that income from securities, including
from the Circle Reserve Fund, will continue to compose a substantial majority of the
company’s income in the foreseeable future.
•Please expand your discussion of the sources of the Company’s income to reflect the
Company’s responses to the above-listed questions when evaluating whether the
Company is primarily engaged in the business of investing in securities. Please ensure
you discuss, among other things, the importance of earning interest from the Circle
Reserve Fund in your response.
5.We have the following comments regarding your discussion of the activities of the
Company’s directors, officers, and employees as it relates to the Company’s analysis
under section 3(a)(1)(A) of the 1940 Act:
•Describe who performs the “sound reserve management” activities that are described
as “central to Circle’s operations” on page 15, including who serves as part of the
“reserve management infrastructure” described on page 120, including on the
“Reserve Management Committee” and “reserve operations team.”
•Describe how, when, and who determines to invest reserves in the Circle Reserve
Fund or other securities. To the extent such actions are automatically performed,
please describe the circumstances of that automation, as well as who controls the
circumstances under which such automation could be changed.
•Describe the Company’s partnerships with financial institutions established as part of
the Company’s “reserve management infrastructure” and who is responsible for
establishing and/or managing them.
•Please clarify (i) whether, in your response dated April 12, 2024, you considered all
directors, officers, and employees of the Company and, also, its subsidiaries and (ii)
what activities you consider to be management of “the Company’s treasury activities,
including managing Neutral Assets” and how those relate to the above-described
activities concerning reserve management.
•Please describe the relationship between the Company and the Circle Reserve Fund,
including by addressing the general terms of your arrangement with the Circle
Reserve Fund, your ability to direct investments, any history of determining or
controlling investments, and your relationship and interaction with the Circle Reserve
Fund’s investment adviser.
•Please expand your discussion of the Company’s directors, officers, and employees to
reflect the Company’s responses to the above-listed questions when evaluating
whether the Company is primarily engaged in the business of investing in securities.

July 2, 2024
Page 4
6.We have the following comments regarding your discussion of the public representations
of the Company’s policies as it relates to the Company’s analysis under section 3(a)(1)(A)
of the 1940 Act:
•Please describe the Company’s public representations of policies relating to its
reserve management, reserve management infrastructure, the Circle Reserve Fund, or
the Company’s reserve income, including any tailored for investors or potential
investors in equity securities issued by the Company.
•On page 12 of your response, you indicate that the Company has “consistently
emphasized its operating results … and has never emphasized … its investment
income….” Please clarify whether the Company views its “reserve income” to be a
component of the Company’s “operating results.” If so, please address the
significance—for purposes of evaluating whether the Company represents itself as
primarily engaged in the business of investing in securities—of the fact that the
Company considers its “reserve income” ( i.e., income substantially derived from
securities) to be the primary component of its operating results. Alternatively, to the
extent the Company does not view “reserve income” as its “operating results,” please
clarify what factors have been “consistently emphasized” given reserve income
appears to be, by far, the largest component of the Company’s income.
•Please expand your discussion of the public representations of the Company’s
policies to reflect the Company’s responses to the above-listed questions when
evaluating whether the Company is primarily engaged in the business of investing in
securities.
7.We have the following comments regarding your discussion of the Company’s historical
development as it relates to the Company’s analysis under section 3(a)(1)(A) of the 1940
Act:
•Please discuss (i) whether the Company has reason to believe that, prior to the
Company’s creation of the Circle Reserve Fund in 2022, the Company triggered the
definition of an investment company under section 3(a)(1)(C) of the 1940 Act
because of its holdings of “investment securities” as that term is defined in section
3(a)(2), including because of its holdings of certificates of deposit and corporate
debt—or would have triggered such definition absent reliance on an exception from
the definition of an investment company provided at, for example, section 3(c)(1) of
the 1940 Act and (ii) if so, the approximate times that such an issue persisted.
•Please describe the approximate amount of time the Company has operated with
substantially more than 55% of its non-cash assets composed of securities as that term
is defined in section 2(a)(36) of the 1940 Act.
•Please describe whether the Company has, in the past, ever earned any substantial
amount of its income from sources other than securities as that term is defined in
section 2(a)(36) of the 1940 Act. If so, please describe the approximate period of time
and circumstances.
•Please expand your discussion of the Company’s historical development to reflect the
Company’s responses to the above-listed questions when evaluating whether the
Company is primarily engaged in the business of investing in securities.
8.Please be advised that we will continue to consider your response to comment 58 when
your exhibits are filed by amendment and we may have further comments at that time.

July 2, 2024
Page 5
Founder's letter, page 1
9.Refer to your revised disclosure in response to comments 10 and 11. We continue to note
that much of the language in your founder's letter and Summary section appears
promotional, rather than factual. We note, merely as examples, the following phrases and
statements:
•"historic opportunity before us";
•"game-changing leader";
•"extraordinary team of people and executive leaders";
•"highest velocity of innovation and new technology development that we have ever
had as a firm";
•"Operating as a U.S.-listed public company will continue to hold us to the highest
standards of ethics, governance, and financial accountability";
•"Now more than at any time in our history, a combination of technology readiness,
regulatory clarity, and market need is creating an exceptional growth opportunity for
the company";
•"financial market infrastructures that comply with applicable regulations that are
constantly evolving";
•The internet's "potential to transform today’s financial system cannot be overstated";
and
•"Stablecoins (like USDC) are the heart of the new internet financial system."

Please revise to provide a clear basis for such language or revise to remove it.
Glossary, page 5
10.We note your revised disclosure on page 8 in response to comment 55 that, "Circle Mint
is currently available only to institutions in select jurisdictions; Circle Mint is not
available to individuals. . . An end-user of USDC or EURC that is not a Circle Mint
customer cannot mint or redeem USDC or EURC directly from us. If eligible, such end-
user may become a Circle Mint customer." Please expand your disclosure here, or
elsewhere as appropriate, to briefly describe the "select jurisdictions" in which Circle
Mint is currently available and the eligibility requirements that an end-user must meet in
order to become a Circle Mint customer.
Prospectus summary
Circle's stablecoin network in the new internet financial system, page 10
11.We note your revised disclosure in response to comment 14 that although you intend to
evaluate and consider various products that can earn fee-based revenues from time to
time, you do not have any plans to launch additional products that are expected to
generate material amounts of fee-based revenues at this time. To the extent known, please
briefly describe any products that you intend to evaluate and consider from time to time
and disclose any factors you will consider when determining whether and when to offer
such products in the future.

July 2, 2024
Page 6
Reserve management infrastructure, page 15
12.On pages 15 and 120, you state that “Circle is not allowed under law  to use the reserves
for corporate purposes, to lend them, to borrow against them, or otherwise encumber them
in any way” (emphasis added). Similarly, on page 27, you state that “Our Reserve
Management Standard is designed to materially mitigate these risks by restricting the
USDC reserve assets to cash and short-dated U.S. government obligations as required by
law” (emphasis added). Please revise to provide a materially complete description of the
law(s) you reference in these statements.
Circle Mint, page 16
13.Please revise to disclose what fees you charge for standard redemptions in high volumes,
and what constitutes high volume.
Risk Factors
Stablecoins may face periods of uncertainty, loss of trust, or systemic shocks..., page 27
14.You state that in certain extreme cases, such as a request to immediately redeem all or
substantially all of the USDC in circulation, the USDC reserve might not be sufficient to
cover such redemption requests, and in such case, you “would have to use [your] own
capital to make up any shortfall…” Please provide support for this statement, including
clarifying whether you would be contractually obligated to do so.
There is regulatory uncertainty regarding the classification of Circle stablecoins..., page 29
15.Your revised disclosure in response to comment 20 appears to suggest that the "other fiat-
currency-denominated payment stablecoins" you reference are only examples of other
crypto assets that you have plans to introduce and/or commercially support. Please further
revise your disclosure to specifically identify any crypto assets that you have plans to
introduce

United States securities and exchange commission logo
February 27, 2024
Jeremy Allaire
Chairman and Chief Executive Officer
Circle Internet Financial Limited
99 High Street, Suite 1701
Boston, MA 02110
Re:Circle Internet Financial Limited
Draft Registration Statement on Form S-1
Submitted December 13, 2023
CIK No. 0001876042
Dear Jeremy Allaire:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
General
1.Please provide us with your legal analysis as to whether either USDC or EURC is a
"security" within the meaning of Section 2(a)(1) of the Securities Act.
2.Please provide a detailed legal analysis regarding whether the Company and its
subsidiaries are or hold themselves out as being engaged primarily in the business of
investing or trading in securities, as described in Section 3(a)(1)(A) of the Investment
Company Act of 1940 (“Investment Company Act”). In your response, please (i) discuss
the Company’s investments in securities as reflected on the company’s balance sheet,
including any securities recorded as “cash equivalents,” (ii) discuss the Company’s
business of holding and trading stablecoins, including an analysis of their status as
investment securities, and (iii) address, in detail, each of the factors outlined in Tonapah
Mining Company of Nevada, 26 SEC 426 (1947).

 FirstName LastNameJeremy Allaire
 Comapany NameCircle Internet Financial Limited
 February 27, 2024 Page 2
 FirstName LastNameJeremy Allaire
Circle Internet Financial Limited
February 27, 2024
Page 2
3.Please provide a detailed legal analysis regarding whether the Company or any of its
subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(C) of
the Investment Company Act. In your response, please include all relevant calculations
under Section 3(a)(1)(C), identifying each constituent part of the numerators and
denominators, with values as of your most recent fiscal quarter ended. Please also (i)
specifically describe the types of assets recorded as “cash equivalents” on your balance
sheet, (ii) specifically describe the assets included within “assets related to safeguarding
obligations” on your balance sheet, if any, and (iii) describe and discuss these assets’
proposed treatment for purposes of section 3(a)(1)(C), as well as any other substantive
determinations and/or characterizations of assets that are material to your calculations.
4.Please provide the source for any market and industry data included in your disclosure.
As examples only, we note the following disclosures:
•Your statements on page 12 that "[a]s of August 2022, the market capitalization of all
tracked digital assets was $1.1 trillion" and your "market opportunity encompass[es]
more than $2.2 trillion in global consumer payments revenue forecasted by 2027."
•Your statement on page 109 that "[i]n 2020, financial services contributed
approximately $1.4 trillion to the gross domestic product of the United States,
representing approximately 8% of U.S. GDP."
5.Please define at the place of first usage all acronyms, abbreviations or industry terms, such
as "EFFR" on page 78 and "SMTP" and "SSL" on page 123, and clearly explain their
meanings so that a reader without specialized industry knowledge can understand them.
6.We note your disclosure on page 33 that you depend on third-party partners and payment
systems. Under an appropriately captioned heading, please identify the third-party
partners and payment systems on which you are materially dependent upon, and specify
the purpose of your relationship with each party identified. Please also file your material
agreements with third-party partners and payment systems as exhibits or tell us why you
are not required to do so. Please refer to Item 601(b)(10) of Regulation S-K.
7.Please revise your disclosure to describe any material arrangements or agreements,
including any distribution or revenue sharing agreements, between the Company and any
crypto asset exchanges or other parties. In this regard, please describe any revenue sharing
agreements the Company currently has or previously has had. With respect to any current
or prior revenue sharing agreement, please revise your disclosure to clarify the following:
•provide the details of those arrangements, including identification of the other
party(ies), key terms and conditions;
•revise to disclose the material rights and obligations of the parties to any such
agreements, including the goods and services promised by the parties to the
agreement; and
•with respect to the calculation of the revenue sharing allocation, specifying the
percentage allocated during each period presented.
8.Please tell us, and revise your disclosure to discuss, how you expect your reserve assets

 FirstName LastNameJeremy Allaire
 Comapany NameCircle Internet Financial Limited
 February 27, 2024 Page 3
 FirstName LastNameJeremy Allaire
Circle Internet Financial Limited
February 27, 2024
Page 3
would be treated in the event of bankruptcy.
9.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this submission to discuss how to submit the materials, if any, to us for
our review.
Founder's letter, page 1
10.We refer to the letter from your founder. Please revise the letter and your Summary
section to ensure that it is a balanced presentation of your business and offering. In this
regard, we note that the letter includes performance claims concerning your growth rate
but it does not equally address the risks or challenges you face. In addition, please
substantiate the following statements in the letter or remove them from your disclosure:
•your "open, honest and transparent approach has been essential in helping
governments understand new and complex technologies;"
•your investment in compliance has been "pivotal in building trust with banks and
regulators;"
•regarding your statement that "partnering with governments will be essential to
building an internet financial system," please disclose what you mean by "partnering
with governments" and specify any governments with which you have entered into
partnerships;
•you have "supported approximately $12.4 trillion in on-chain transactions" as of
September 30, 2023; and
•you are building a "highly regulated" set of financial market infrastructures and
holding yourself to "the same enterprise risk and compliance standards of leading
international banks."
Prospectus summary, page 6
11.Please revise your summary to provide a brief overview of the key aspects of the offering,
using clear and plain language. In that regard, please revise to provide the reader with a
clear and concise understanding of the current state of your business and industry. Please
avoid using unnecessary jargon or marketing language. Please also ensure that your
presentation is balanced and does not overly emphasize your plans for growth or
expansion or expectations regarding future industry developments.
Circle's stablecoin network in the new internet financial system, page 7
12.You define payment stablecoins as “digital bearer instruments issued by regulated entities
that represent and entitle a holder to redeem a unit of fiat currency at par.” Please explain
the applicability of this definition to your payment stablecoins in light of the fact that not
all holders of your stablecoins are able to redeem in exchange for reserve assets.

 FirstName LastNameJeremy Allaire
 Comapany NameCircle Internet Financial Limited
 February 27, 2024 Page 4
 FirstName LastName
Jeremy Allaire
Circle Internet Financial Limited
February 27, 2024
Page 4
13.We note your disclosure on page 8 that you "ensure readily available access to [y]our
stablecoins around the globe with deep traditional banking on- and off-ramp relationships
(i.e., channels between fiat currency and stablecoins), as well as through distribution
contracts with leading consumer financial applications and payments enterprises." Please
expand to disclose the "deep traditional banking on- and off-ramp relationships" you refer
to, as well as the "distribution contracts with leading consumer financial applications and
payments enterprises" to which you refer. Please also revise to clarify what you mean by
your statement that "[m]oney is fundamentally a network" and identify the "leading
institutions" with which you have entered into partnerships, as your disclosure references.
14.We note your disclosure that "over time, [you] intend to monetize the activity on [y]our
network with products that can earn fee-based revenues based on transactions and usage."
Please expand your disclosure to describe your plans regarding products that can earn fee-
based revenues in greater detail.
Circle's role in driving stablecoin adoption, page 10
15.We note your disclosure on page 7 that "Circle has built one of the largest and most
widely used stablecoin networks in the world." Please disclose the basis for this
statement and any quantitative criteria you are using in support thereof, and please balance
your statement by disclosing that Circle holds a 22% stablecoin market share, as disclosed
on page 85. In addition, we note your disclosure throughout referring to Circle as the
"largest regulated stablecoin issuer in the world," as well as your disclosure on page 8 that
"[t]he USDC 'digital dollar' issued by Circle is a leading regulated payment
stablecoin." While it appears that certain aspects of your activities may be subject to
regulation or regulatory license, it is not clear the extent to which the material aspects of
your business and operations are actually subject to regulation or regulatory license.
Please balance your characterizations throughout by disclosing the extent to which the
material aspects of your business and operations are not "regulated" like banks and fiat
currency.
Risk factors, page 19
16.We note that you are not authorized or permitted to offer your products and services to
customers outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations.  Describe any material risks you face from unauthorized or
impermissible customer access to your products and services outside of those
jurisdictions.
17.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of market conditions (e.g., the
March 2023 regional banking crisis in the United States, including the Silicon Valley
Bank failure disclosed on pages 82 - 83, and other crypto asset market developments) as
well as any changes they have made to address those gaps.

 FirstName LastNameJeremy Allaire
 Comapany NameCircle Internet Financial Limited
 February 27, 2024 Page 5
 FirstName LastName
Jeremy Allaire
Circle Internet Financial Limited
February 27, 2024
Page 5
Stablecoin platforms and competition may limit the viability of Circle stablecoins, page 20
18.Please revise this risk factor to include a cross-reference to your discussion under the
subheading "Competitive landscape" on page 124.
The future development and growth of Circle stablecoins is subject to a variety of factors..., page
22
19.We note that this risk factor appears to include a number of risks. Please break this risk
factor into multiple risk factors.
There is regulatory uncertainty regarding the classification of Circle stablecoins..., page 25
20.We note your disclosure at the bottom of page 27 that in addition to Circle stablecoins,
you may "introduce and/or commercially support other digital assets." Please specifically
identify any such other crypto assets that you have plans to introduce and/or commercially
support.
Our customers' funds and digital assets may fail to be adequately safeguarded by us..., page 31
21.Please revise the second paragraph of this risk factor to briefly describe the types of losses
that your fidelity insurance covers, including quantitative disclosure regarding the amount
of coverage for your crypto assets and your customers' crypto assets.
Establishing connectivity with decentralized finance protocols..., page 37
22.To the extent material to understanding the risks described in this risk factor, please
identify the protocols to which you provide connectivity.
We obtain and process a large amount of customer data, including sensitive customer data...,
page 55
23.In an appropriate section, please describe in greater detail your data collection practices or
those of your third-party service providers. Briefly discuss whether you use any
optimization functions (e.g., to increase platform revenues, data collection and customer
engagement). To the extent your use of any optimization functions may lead to potential
conflicts between your platform and customers, please add related risk factor disclosure.
Management's discussion and analysis of financial condition and results of operations
Our business model, page 76
24.We note from your USDC Terms available on your website, the identification of "User
Type A - a Circle Mint account holder, currently only available to institutions located in
supported jurisdictions" and "User Type B - which for the avoidance of doubt, are not
customers of Circle, as Users Type B do not have a Circle Mint account," and
that only "Users Type A can redeem USDC directly with Circle." We note throughout
your disclosures the use of the term customer as it relates to USDC. Please enhance your

 FirstName LastNameJeremy Allaire
 Comapany NameCircle Internet Financial Limited
 February 27, 2024 Page 6
 FirstName LastNameJeremy Allaire
Circle Internet Financial Limited
February 27, 2024
Page 6
discussion to:
•Clarify that a customer's initial step required to participate in your stablecoin network
is the establishment of a Circle Mint account, which is currently only available to
institutions in supported jurisdictions; and
•Differentiate between your customers and end users of USDC that are not your
customers.
Circle stablecoins, page 77
25.Please enhance your disclosures to clarify the following:
•Describe the relationship between the receipt of fiat to fund reserves and minting of
new USDC and EURC, including the timing of fiat receipt and that your stablecoins
are redeemable upon demand 1:1;
•Disclose, consistent with Section 15 of your USDC Terms, that you charge no
transaction fees for the minting and issuance of Circle stablecoins or for their
redemption; and
•That you earn revenue from your stablecoin business by investing the fiat received
upon minting and that such revenue is comprised of interest on the cash and cash
equivalents and debt securities underlying the Circle stablecoin reserves.
26.We note your disclosure that since January 2023, Circle stablecoin reserves have been
limited to balances held at banks and the Circle Reserve Fund, and your disclosure that
currently all EURC reserve assets are held only in cash. We also note your disclosure on
page 32 that "[y]our USDC reserve is managed in accordance with guidelines set forth in
[y]our USDC Investment Policy." Under an appropriate heading, please provide more
detailed disclosure r