According to a filing with the U.S. Securities and Exchange Commission (SEC) on April 1, Circle has formally filed an S-1 application for an initial public offering (IPO).
Circle is the issuer of USDC and plans to list its Class A common stock on the New York Stock Exchange under the stock code "CRCL".
Under the prospectus, Circle will provide undisclosed amounts of Class A common shares, while certain existing shareholders will also register shares for sale. The expected price range per share has not been determined.
The proceeds from the sale of shares by Circle will belong to the company, while the proceeds from the sale of shares by existing shareholders will not belong to the company. Underwriters led by JPMorgan Chase and Citigroup own 30-day options and can purchase additional shares to cover the over-allotment.
The financial data contained in this submission provides the most detailed view of Circle's recent performance.
In the fiscal year ended December 31, 2023, the company's total revenue and reserve revenue reached US$1.68 billion, up from US$1.45 billion in 2023 and US$772 million in 2022.
Most of revenue in 2024 comes from interest reserve income related to USDC-backed assets. Total operating expenses in 2024 are $491.7 million, most of which are spent on compensation ($263.4 million), general and administrative expenses ($137.3 million), and information technology infrastructure ($27.1 million).
Net revenue from continued operations in 2024 was US$156.9 million, down from US$271.5 million in 2023, but significantly improved from the loss of US$761.8 million in 2022. Adjusted EBITDA for 2024 is US$284.9 million. Circle also recorded $4.3 million in loss and impairment of digital assets and reported $54.4 million in other revenue, mainly from earnings that were not related to its core business.
The draft registration has not yet determined the weighted average number of shares outstanding and earnings per share of the company.
As stated in the prospectus, Circle plans to use the proceeds from the IPO for general corporate purposes, including product development, operating capital, business expansion and potential acquisitions. The timeline for IPO pricing and share allocation has not been disclosed.
After listing, the company will adopt a three-tier equity structure. The Class A shares offered in the IPO have one vote per share. Co-founders Jeremy Allaire and Patrick Sean Neville have five votes per share, but the total voting rights is capped at 30%.
Class C shares have no voting rights and are convertible in certain circumstances. Class B shares are converted to Class A shares when transferred beyond the allowed channels.
This structure ensures that Circle will not be identified as a "controlled company" after listing under the governance rules of the New York Stock Exchange.
Circle's listing plan has been postponed several times before the filing of the filing, including a merger with a special purpose acquisition company (SPAC) terminated in 2021. This issuance represents its first attempt at a traditional IPO.
The document confirms that Circle's shares have not previously had a public market. The company's listing plan comes at a time when stablecoin adoption rates continue to increase and regulators' interest in digital dollar infrastructure is increasing.
Circle's IPO still needs regulatory scrutiny and is affected by market conditions. Pricing details, including the number of shares and the valuation of each share, will be released in an updated document before the listing date.