Circle officially applies for IPO, plans to list on the NYSE

The company behind the USDC stablecoin, Circle, formally submitted an S-1 application to the U.S. Securities and Exchange Commission (SEC) on April 1, planning to go public through an initial public offering (IPO) on the New York Stock Exchange. The company intends to issue Class A common stock, with the ticker symbol "CRCL."

According to the prospectus, Circle will issue an undetermined number of Class A common shares, and some existing shareholders will also register shares for sale. The specific pricing range for each share has not yet been determined. The company will receive the proceeds from the newly issued shares, while the proceeds from the sale of shares by existing shareholders will not belong to the company. The underwriting team is led by a large investment bank and has a 30-day option to purchase additional shares to address oversubscription.

The financial data disclosed in the prospectus shows that Circle's total revenue and reserve revenue reached $1.68 billion for the fiscal year ending December 31, 2023, up from $1.45 billion in 2023 and $772 million in 2022. Revenue in 2024 will primarily come from interest reserve income on USDC-backed assets. Operating expenses for the same period were $491.7 million, mainly used for employee compensation, administrative expenses, and IT infrastructure.

In 2024, the company achieved a net income from continuing operations of $156.9 million, down from $271.5 million in 2023, but a significant improvement compared to a loss of $761.8 million in 2022. Adjusted EBITDA was $284.9 million. In addition, the company recorded a loss and impairment of digital assets amounting to $4.3 million, as well as other income of $54.4 million.

Circle plans to use the funds raised from the IPO for general corporate purposes such as product development, operating capital, business expansion, and potential acquisitions. After going public, the company will adopt a three-tiered equity structure: Class A shares issued in the IPO will have one vote per share; Class B shares held by the co-founders will have five votes per share, but the total voting power cap will be 30%; Class C shares will have no voting rights but may be convertible under specific circumstances. This structure ensures that Circle will not be considered a "controlled company" after going public.

This IPO marks Circle's first attempt at a traditional listing, having previously postponed its listing plans multiple times, including the termination of a merger with a special purpose acquisition company (SPAC) in 2021. Circle's listing plan coincides with the rising adoption rate of stablecoins and increased attention from regulators on the digital dollar infrastructure, but it still needs to pass regulatory scrutiny and is subject to market conditions. Specific details regarding the size of the offering and pricing will be disclosed in updated documents prior to the listing.