Source: cryptoslate
Compiled by: Blockchain Knight
Circle has officially filed an S-1 application for an initial public offering (IPO), according to a document filed with the U.S. Securities and Exchange Commission (SEC) on April 1.
Circle, the issuer of USDC, plans to list its Class A common stock on the New York Stock Exchange under the ticker symbol “CRCL”.
Circle will offer an undisclosed number of Class A common shares, while certain existing shareholders will also register shares for sale, according to the prospectus. The expected price range per share has not yet been determined.
Circle will receive proceeds from the sale of shares, while existing shareholders will not receive any proceeds from the sale. Underwriters led by JPMorgan Chase & Co. and Citigroup Inc. have a 30-day option to buy additional shares to cover over-allotments.
The financial data included in the filing provides the most detailed view yet of Circle’s recent performance.
In the fiscal year ending December 31, 2023, the company's total revenue and reserve income reached $1.68 billion, up from $1.45 billion in 2023 and $772 million in 2022.
The majority of revenue in 2024 comes from interest reserve income related to USDC-backed assets. Operating expenses in 2024 totaled $491.7 million, with the majority going to compensation ($263.4 million), general and administrative expenses ($137.3 million), and information technology infrastructure ($27.1 million).
Net income from continuing operations in 2024 is $156.9 million, down from $271.5 million in 2023 but a significant improvement from the $761.8 million loss in 2022. Adjusted EBITDA in 2024 is $284.9 million.
Circle also recorded $4.3 million in digital asset losses and impairments and reported $54.4 million in other income, primarily from gains not related to its core business.
The draft registration document has not yet determined the company's weighted average number of shares outstanding and earnings per share figures.
As stated in the prospectus, Circle plans to use the proceeds from the IPO for general corporate purposes, including product development, working capital, business expansion and potential acquisitions. The timeline for IPO pricing and share allotment has not yet been disclosed.
After going public, the company will adopt a three-tier equity structure. Class A shares offered in the IPO will have one vote per share. Class B shares held by co-founders Jeremy Allaire and Patrick Sean Neville will have five votes per share, but the total voting rights will be capped at 30%.
Class C shares have no voting rights and are convertible under certain circumstances. Class B shares convert to Class A shares when transfers exceed permitted channels.
The structure ensures that Circle will not be deemed a “controlled company” under the New York Stock Exchange’s governance rules after its listing.
Circle's filing comes after several delays in its plans to go public, including a merger with a special purpose acquisition company (SPAC) that was terminated in 2021. The offering represents its first attempt at a traditional IPO.
The filing confirms that there was previously no public market for Circle’s shares. The company’s plans to go public come amid growing adoption of stablecoins and growing regulatory interest in digital dollar infrastructure.
Circle’s IPO is still subject to regulatory review and market conditions. Pricing details, including the number of shares and valuation per share, will be announced in an update closer to the listing date.
