Circle has formally filed an S-1 application to conduct an initial public offering (IPO), according to an April 1 filing submitted to the Securities and Exchange Commission (SEC).
Circle, the issuer of USD Coin (USDC), plans to list its Class A common stock on the New York Stock Exchange under the ticker symbol “CRCL.”
According to the prospectus, Circle is offering an undisclosed number of Class A common stock shares, while certain existing shareholders are also registering shares for sale. The expected price range per share has not yet been determined.
Proceeds from shares sold by Circle will go to the company, while proceeds from shares sold by existing holders will not. The underwriters, led by JPMorgan and Citigroup, have a 30-day option to purchase additional shares to cover over-allotments.
The financial data included in the filing provides the most detailed view of Circle’s recent performance.
For the fiscal year ending December 31, 2023, the company reported $1.68 billion in total revenue and reserve income, up from $1.45 billion in 2023 and $772 million in 2022. Most of the 2024 revenue came from reserve income tied to interest on assets backing USDC.
Operating expenses for 2024 totaled $491.7 million, with the largest portions allocated to compensation ($263.4 million), general and administrative costs ($137.3 million), and IT infrastructure ($27.1 million).
Net income from continuing operations was $156.9 million in 2024, down from $271.5 million in 2023, but significantly improved from a loss of $761.8 million in 2022. Adjusted EBITDA for 2024 stood at $284.9 million.
Circle also recorded $4.3 million in digital asset losses and impairments for the year and reported $54.4 million in other income, primarily from gains unrelated to its core operations.
The registration draft did not finalize the company’s outstanding weighted average shares and earnings-per-share figures.
As the prospectus outlines, Circle aims to use IPO proceeds for general corporate purposes, including product development, working capital, operational scaling, and potential acquisitions. No timeline for the IPO pricing or share allocation has been disclosed.
Three-tier plan
The company will adopt a three-tier share structure upon listing. Class A shares, offered in the IPO, carry one vote per share. Class B shares, held by co-founders Jeremy Allaire and Patrick Sean Neville, carry five votes each but are capped at 30% of total voting power.
Class C shares carry no voting rights and are convertible under specific circumstances. Class B shares convert to Class A upon transfer outside permitted channels.
The structure ensures that Circle will not qualify as a “controlled company” under NYSE governance rules post-offering.
Circle’s filing follows years of postponed listing efforts, including a terminated 2021 merger with a special purpose acquisition company (SPAC). The current offering represents its first attempt at a traditional IPO.
The filing confirms that Circle’s shares have no prior public market. The firm’s listing plans come at a time of increasing stablecoin adoption and regulatory interest in digital dollar infrastructure.
The company’s IPO remains subject to regulatory review and market conditions. Pricing details, including share volume and per-share valuation, will be released in an updated filing before the listing date.
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