CRCLCircle Internet Group

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.

No reply letter found.

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”).

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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).

No reply letter found.

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.

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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.

No reply letter found.

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

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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."

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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.

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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.

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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.

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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.

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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.

No reply letter found.

Please tell us, and revise your disclosure to discuss, how you expect your reserve assets would be treated in the event of bankruptcy.

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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.

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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.

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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.

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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."

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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.

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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.

No reply letter found.

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.

No reply letter found.

We note your disclosure on page 8 that you "ensure readily available access to [y]our stablecoins around the globe with deep traditional banking onand 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 onand off-ramp

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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.

No reply letter found.

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 feebased revenues in greater detail.

No reply letter found.

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.

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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.

No reply letter found.

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.

No reply letter found.

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.

No reply letter found.

Please revise this risk factor to include a cross-reference to your discussion under the subheading "Competitive landscape" on page 124.

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We note that this risk factor appears to include a number of risks. Please break this risk factor into multiple risk factors.

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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.

No reply letter found.

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.

No reply letter found.

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...,

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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).

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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

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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

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your disclosures the use of the term customer as it relates to USDC. Please enhance your 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.

No reply letter found.

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

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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.

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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.

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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 regarding your USDC Investment Policy, as well as your investment policy for EURC, including information on how these policies may be changed. In addition, with respect to the Circle Reserve Fund, please revise as follows: • Explain the Company's contractual rights, responsibilities and decision-making authority over the investing decisions of the Circle Reserve Fund. • Explain and disclose if BlackRock has the ability to make investment decisions, without your approval, that are inconsistent with the Company's reserve management policy and what actions, if any, the Company could take if that were to occur. Further, to the extent accurate, please explicitly disclose the Company's plans and intentions to maintain a reserve management policy in the future that is consistent with your current reserve management policy. Please also identify the committee(s) or individuals responsible for overseeing USDC and EURC and their investment policies. Please also disclose who is currently managing the cash reserves.

No reply letter found.

We note your disclosure that Circle holds approximately 90% of its reserves in the Circle Reserve Fund, an SEC-registered 2a-7 government money market fund issued by BlackRock, and available only to Circle. Please revise to disclose the material terms of any agreement that you have with BlackRock and disclose the ownership structure for the Circle Reserve Fund (e.g., clarify if Circle is the sole shareholder of the

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fund, if true). Web3 Services, page 79

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Please revise your disclosure under "Web3 Services" on page 79 to include a crossreference to your related disclosure under "Web3 Services application platform" on page 118.

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We note your disclosure that you have "partnered with dozens of digital asset platforms that provide seamless access to convert between fiat currency and USDC." Please revise to disclose the digital asset platforms with which you have entered into partnerships. Growth in new products and services, page 81

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We note your disclosure that in early 2023 you launched your Cross-Chain Transfer Protocol offering and have "already seen its significant growth." Please revise to provide quantified disclosure regarding such growth, including any related metrics. Distribution costs, page 83

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Please address the following with respect to your Collaboration Agreement with Coinbase: • Disclose the nature of Circle expenses incurred for USDC issuance and management, including how such amounts are accounted for and recognized in the financial statements.

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• Enhance your disclosure to clarify how the amount of USDC in circulation held outside Circle and Coinbase platforms will be utilized in the determination of the amount to be paid to Coinbase. • Disclose the percentage of USDC in circulation held outside Circle and Coinbase platforms as it appears this will be a key factor in the amount of distribution costs, which you disclose on page 86, that you expect to increase due to volume and rising fees on certain popular blockchain networks.

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We note your disclosure on page 86 that you incur distribution costs to incentivize distributors to use and distribute Circle stablecoins. We also note your disclosure that you expect to continue adding distributors in the future.

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Please revise to disclose whether you have any distributors besides Coinbase, disclose any plans you have to add distributors, including any timeline for adding distributors, and whether you have entered into any related negotiations or agreements.

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Please tell us more about your relationship with Coinbase and whether it is acting as your agent under your original distribution agreement and/or your August 2023 Collaboration Agreement. In this regard, it appears from your disclosure on page 86 that the purpose of these agreements is to incentivize Coinbase to use and distribute Circle stablecoins.

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Your response should include a discussion of whether Coinbase customers who acquire USDC are made aware of your relationship with Coinbase and whether they know whether the USDC is freshly minted or believe they are acquiring USDC from Coinbase’s own inventory of digital assets.

No reply letter found.

Please enhance your key operating data to include weighted average USDC in circulation for the periods presented.

No reply letter found.

We note your disclosed definition of USDC in circulation. We also note your definition of USDC in circulation, in the same amount, included in your monthly USDC Reserve Reports on your website. Please revise your disclosure that “USDC in circulation is the total amount of USDC minted and outstanding” to further clarify that it is comprised of total USDC supply on approved blockchains less the two components as

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identified in your monthly USDC Reserve Reports. Also disclose the relevant amounts reconciling to the USDC in circulation that you currently present.

No reply letter found.

Regarding your definition of Tokens Allowed But Not Issued to be included in the reconciliation requested in the preceding comment and excluded from total USDC in circulation, please tell us and revise your disclosures to provide clarity on the following: • Explain what it means to be allowed but not issued; • Explain why they should be excluded from the definition of total USDC in circulation; • Explain who holds

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these tokens and whether you received any funds for them; • If you did not receive any funds for these tokens, explain when you expect to receive the funds; • Explain who controls these tokens and how control is established; • Explain what rights they have. For example, explain if they can be redeemed and why or why not; • To the extent they cannot be redeemed, explain what controls are in place to monitor and track them to ensure they are not commingled with USDC in circulation that can be redeemed; • Explain when and how they are issued; and • Explain how you account for these tokens in your financial statements and why, separately referencing for us the authoritative literature you rely upon to support your accounting.

No reply letter found.

Regarding your definition of Access Denied Tokens to be included in the reconciliation requested in the second preceding comment and excluded from total USDC in circulation, please tell us and revise your disclosures to provide clarity on the following: • Confirm that funds were received for these tokens when they were originally issued; • Clarify what you do with those segregated reserve funds when they are placed

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on access denial; and • Explain how you account for Access Denied Tokens, including whether you maintain a liability on your balance sheet and explain why or why not. Separately reference the authoritative literature you rely upon to support your accounting.

No reply letter found.

Please revise your disclosure to clarify how you calculate the average period balance for deriving your reserve return rate. In this regard, for example, it is unclear whether the average is a simple average of beginning and ending period reserve balances, daily balances, weekly balances, monthly balances, etc.

No reply letter found.

Given the significance of your reserve income to your operating results, please tell us your consideration for separately providing average balances and reserve return rates for each significant type of asset (e.g., bank deposits versus U.S. Treasury Securities) within each class of reserve asset (as disclosed on page 98) backing your USDC redemption obligation.

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Please enhance your disclosure to clarify the distinction between USDC on platform of approximately $534 million and USDC for which the Company maintains the cryptographic key information necessary to access the digital assets and thus recognizes a related safeguarding obligation of approximately $554 million disclosed on page F-27. USDC minted/USDC redeemed, page 85

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Please expand your disclosures to highlight that individuals and institutions without Circle Mint accounts cannot present their USDC to you for redemption and summarize how those holders obtain and dispose of their USDC holdings.

No reply letter found.

Please discuss any limitations on the usefulness of your Meaningful Wallets metric to the extent that a material number of the Meaningful Wallets are owned or controlled by the same person or entity.

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You describe your business as originating with the launch of USDC which is now the largest regulated issuer of stablecoins and for which you provide key operating and financial indicators. Please enhance your discussion of revenue and expenses to clarify how the issuance and minting of redeemable USDC and EURC generates related reserve income and if you incur distinct costs to mint and/or redeem stablecoins aside

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from distribution costs and transaction costs related to the subsequent utilization of your stablecoins.

No reply letter found.

We note your disclosure that distribution and transaction costs were partially offset by rebate costs. Please revise your disclosure to clarify what you mean by "USDC rebate costs."

No reply letter found.

Please revise to include a more robust discussion of the Company’s available liquidity and capital resources under the BlackRock Fund structure going forward. For example, consider the need to clarify the availability of the Company’s cash and ability to readily convert cash equivalents into known amounts of cash.

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In addition, consider the need to explain any controls, thresholds or processes that may be in place in the event of a significant increase in redemptions during a short period of time.

No reply letter found.

You disclose that you manage your stablecoin reserves in accordance with all applicable regulatory requirements and commercial laws and that all stablecoin tokens minted and outstanding are backed by an equivalent amount of fiat currency-denominated assets held in segregated accounts.

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Please revise your disclosure, if true, to: • Clarify that although you manage your stablecoin reserves in accordance with all applicable regulatory requirements and commercial laws, the existence of your stablecoin reserves is the result of an arrangement with your Circle Mint account holders; and • Explain why you have more reserve assets segregated for the benefit of customers and stablecoin holders of $44,737 million compared to deposits from customers and stablecoin holders of $44,582 million as of December 31, 2022 and clarify whether you have access to this excess. To the extent that you are required by law or internal policy to maintain a level of this excess, disclose the relevant threshold.

No reply letter found.

We note your disclosure that stablecoin balances significantly exceeded the Federal Deposit Insurance Corporation (FDIC) insurance limit of $250,000 at each financial institution. Please revise your disclosure to specifically quantify the balance that exceeded the FDIC limit at the end of each reporting period or disclose how you calculate the aggregate amount of FDIC deposit insurance related to financial

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institutions where USDC reserves are held. In this regard, it is unclear from your disclosure whether the entire cash balance depicted in your tables is held at financial institutions.

No reply letter found.

Please consider expanding your disclosure in the table on page 98 to provide additional information regarding the composition of the assets in the Circle Reserve Fund for the periods indicated.

No reply letter found.

Please identify the commercial counterparty and the digital asset exchange with which you entered into agreements to grant warrants to purchase common shares of a consolidated subsidiary that will be automatically converted one-for-one with common shares of Circle.

No reply letter found.

Your disclosure of net cash provided by/used in operating, investing and financing activities appears to repeat information already provided in the statement of cash flows. Please enhance your disclosure to provide a quantitative and qualitative analysis of the drivers of the change in cash flows between periods and impact to future trends to provide a sufficient basis to understand changes in cash between periods.

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Refer to Item 303(b)(1) of Regulation S-K and sections 1.B. and IV.B. of Release No. 33-8350 and Release No. 33-10890 for guidance.

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You identify interest rate risk and foreign currency risk as market risks that could impact future financial operating results. Please tell us how you have considered the guidance in Instruction 3(A) under paragraph 305(a)(1)(ii) of Regulation S-K in preparing your intended disclosure and address the following in your response: • Tell us how your hypothetical 100 basis point increase or decrease in interest rates at

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December 31, 2023 aligns with the average yields and changes thereof to be disclosed on page 98. • Tell us how your disclosure expresses the potential loss (or gain) in future earnings, fair values or cash flows as stipulated in paragraph (A) of the guidance referenced above. • Tell us your consideration for providing average, high, and low sensitivity analysis amounts over multiple periods as indicated in Instructions 1A and 1B to Item 305(a) of Regulation S-K. • Tell us whether you believe the 100 basis point increase or decrease in interest rates is reasonably possible in the near-term as stipulated in Instruction 3A to Item 305(a) of Regulation S-K, specifically explaining whether you believe an increase or decrease in interest rates is reasonably possible given actions taken by the Federal Reserve Board.

No reply letter found.

To the extent material, please discuss how the bankruptcies of companies in crypto assetrelated businesses and the downstream effects of those bankruptcies have impacted or may impact your business, financial condition, customers, and counterparties, either directly or indirectly.

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Clarify whether the company has material assets that may not be recovered due to the bankruptcies or may otherwise be lost or misappropriated. In addition, and also to the extent material, please describe any direct or indirect exposures to other counterparties, customers, custodians, or other participants in crypto asset markets known to: • Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment for the benefit of creditors, or have had a receiver appointed for them. • Have experienced excessive redemptions or suspended redemptions or withdrawals of crypto assets. • Have the crypto assets of their customers unaccounted for. • Have experienced material corporate compliance failures.

No reply letter found.

If material to an understanding of your business, discuss any steps you take to safeguard your customers’ crypto assets and describe any policies and procedures that are in place to prevent self-dealing and other potential conflicts of interest. Describe any policies and procedures you have regarding the commingling of assets, including customer assets, your assets, and those of affiliates or others.

No reply letter found.

We note your discussion of your reserve management infrastructure, including the Circle Reserve Fund issued by BlackRock. Please address the following: • Disclose the legal form of the Company's investment in the Fund (e.g., whether it is a variable or voting interest); • Disclose a more fulsome understanding of your stablecoin reserve strategy, including total reserve asset allocations and specifically with regard

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to the Circle Reserve Fund, entities involved, contractual rights of each party, including responsibilities and decision-making authority over the investing decisions of both your and the Circle reserve fund and redemption limits and/or restrictions; • Disclose if BlackRock has the ability to make investments, without your approval, that are inconsistent with the Company's reserve management policy and what actions, if any, you could take if that were to occur; • Disclose your plans and intentions to maintain a reserve management policy in the future that is consistent with your current reserve management policy; • Provide us with an accounting analysis, citing authoritative literature, of your investment in the Fund (e.g., whether it is consolidated, etc.); and • Provide us with an accounting analysis, citing authoritative literature, supporting your determination to classify the shares of the Fund as cash equivalents and the measurement basis using the Fund's net asset value, including how it meets the definition and satisfies both of the conditions to be cash equivalents in ASC 230-1020.

No reply letter found.

We note your disclosure that USDC and EURC are fully backed one-for-one by at least an equivalent value of fiat currency-denominated assets, and are always redeemable one-forone through a Circle Mint account. We also note your disclosure that Circle Mint is currently available to institutional and enterprise customers.

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Please revise your disclosure to clarify what you mean by “enterprise customers.” Please also revise your disclosure to clarify that not all holders, including all of the individual holders that are not eligible for a Circle Mint account, are able to redeem your stablecoins on a one-for-one basis with you, and they may have to incur transaction fees or other expenses to convert their stablecoins to fiat currency.

No reply letter found.

We note your disclosure that you partner with consumer-facing businesses and applications to achieve widespread distribution and that you manage such partnerships through the Circle Alliance Program. Please expand your disclosure to briefly discuss how the Circle Alliance Program works, including how any related agreements are structured and the parties involved, and provide specific illustrative examples, as

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appropriate. Principal non-U.S. regulatory regimes, page 129

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We note your disclosure that you are planning to expand into markets where you currently do not operate. Please expand your disclosure to identify any such markets and the businesses you intend to engage therein. Please also revise to disclose the expected timeline and associated costs and risks, to the extent such information is material and reasonably available.

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In addition, please make related revisions to your disclosure on page 123 regarding your growth strategy (e.g., in the second and fifth bullets). Material agreements, page 133

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Please tell us how you considered filing the License Agreement with Coinbase as an exhibit to the registration statement. Refer to Item 601(b)(10) of Regulation S-K. Consolidated statement of cash flows, page F-8

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Please reconcile for us why the aggregate of the three line items listed below does not agree with the digital assets (gains) losses and impairment, net line item on your statement of operations: • Digital assets impairment loss; • Gain on sale of digital assets; and • Gain related to digital assets collateral.

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It appears that your deposits held for customers and stablecoin holders financing activity cash inflow is actually presented net of cash outflows for redemptions. If this is true, please address the following: • Tell us why it is appropriate to present netted cash flows. Reference for us the authoritative literature you rely upon to support your presentation.

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• Reconcile the $2,176.8 million amount presented here to the $2,138 million net increase in USDC in circulation as presented on page 77.

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Please address the following about the Circle stablecoins you hold: • Confirm for us whether these stablecoins are classified as cash and cash equivalents segregated for corporate held stablecoins on your balance sheet. If not, tell us where these stablecoins are presented on your balance sheet and the amount at each balance sheet date you present.

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• Tell us whether these stablecoins are also reflected in your deposits from customers and stablecoin holders on your balance sheet. • If these stablecoins are reflected in your deposits from customers and stablecoin holders account, tell us why it is appropriate to effectively present an obligation to yourself on your balance sheet. • If these stablecoins are not reflected in your deposits from customers and stablecoin holders account, tell us why it is appropriate to reflect the cash as being segregated if you apparently can freely use that cash as implied by your disclosure. Note 2. Summary of significant accounting policies

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Please tell us why you characterize cash and equivalents as being segregated for both customers and stablecoin holders while you characterize available-for-sale securities as being segregated only for stablecoin holders.

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In your response, tell us: • What customers have assets segregated for their benefit; and • To the extent assets are segregated only for stablecoin holders, why you characterize them as customers given that you do not charge for the minting of USDC and you disclose on page F-18 and elsewhere that your reserve income is outside the scope of ASC 606.

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Please tell us why you characterize this asset as being presented net. In your response tell us what you net against these assets. To the extent you only net impairment losses, tell us why characterizing the balance as net is appropriate when ASC 350-30-35-19 stipulates that the adjusted carrying amount after an impairment loss becomes the new accounting basis.

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Please revise your disclosure to state, if true, that you recognize impairment losses whenever carrying value exceeds quoted market prices of the respective digital asset during the period.

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Please address the following with respect to your deposits from customers and stablecoin holders: • Tell us what amounts are due to your customers as opposed to stablecoin holders and explain whether any portion of this balance relates to anything other than USDC and, in 2023, EURC. • You state that you are obligated to redeem all Circle stablecoins presented by Circle Mint customers on a 1:1 basis for U.S.

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dollars or Euros, except in limited circumstances, such as when prohibited by law or court order or instances where fraud is suspected. Revise your disclosure to clarify, if true, that you do not have an unconditional right to deny Circle stablecoin redemption requests from Circle Mint • In that regard, we note reports that Coinbase paused conversions of USDC to U.S. dollars around the time of Silicon Valley Bank’s failure to honor your request to withdraw $3.3 billion in reserve deposits. Please tell us whether and to what extent those events impacted how you processed Circle stablecoin redemption requests at that time. • Provide us your analysis explaining why amounts collected from Circle Mint account holders for the minting of EURC are liabilities. Reference for us the authoritative literature you rely upon to support your accounting. • Given that the vast majority of USDC outstanding is not held by Circle Mint account holders on your platform, tell us and enhance your disclosures to clarify why you record an obligation to redeem Circle USDC stablecoins for those held by non-Circle Mint account holders.

No reply letter found.

Please tell us whether any of these expenses or any others (e.g., compensation expenses or IT infrastructure costs) represent research and development costs. If so, tell us the amounts for each period to be presented in your filing and your consideration for disclosing those amounts as required by ASC 730-10-50-1.

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Please tell us why the measurement of stock-based compensation related to your nonemployee grants is subject to periodic adjustment as the underlying equity instruments vest. Reference for us the authoritative literature you rely upon to support your policy. Note 4. Available-for-sale debt securities segregated for the benefit of stablecoin holders, page F-26

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Please tell us why the fair value of U.S. Treasury securities at December 31, 2022 is reported as $8,749.1 million when the independent, third-party assurance report for that date available on your website depicts two separate U.S. Treasury securities in your "other USDC Reserve Assets;" one with an indicated market value of $8,011.2 million and the other of $2,512.5 million.

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We also note from your disclosure in the table at the bottom of page 98 that it does not appear that any of the U.S. Treasury securities in the Circle Reserve Fund are included in your available-for-sale debt securities account as the aggregate balance for the Circle Reserve Fund depicted in that table appears to equal that in the independent, third-party assurance report. Please explain why U.S. Treasury securities held in the Circle Reserve Fund are apparently not classified as available for sale debt securities and revise your disclosure as necessary.

No reply letter found.

Please tell us why the aggregate of your available-for-sale debt securities and cash and cash equivalents that are segregated for the benefit of customers and stablecoin holders as reported on your balance sheet at December 31, 2022 of $44,742.4 million does not agree with the total of $44,694.0 million as reported in the independent, third-party assurance report for that date available on your website.

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Please disclose how the underlying notional amounts are accounted for in your financial statements for the periods presented.

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You disclose that in June 2022, you repaid the entire principal balance of your $25 million loan payable plus accrued interest of $6.1 million in USDC. We also note that you disclose the (re)payments as non-cash transactions in your consolidated statement of cash flows.

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Please address the following: • Tell us how you accounted for the issuance/minting of the USDC you used for the loan and interest payments and how that issuance/minting is reflected in your cash flow statement. In your response, tell us when you minted the USDC in relation to its use for this loan repayment. • As you appear to present the cash underlying corporate held stablecoins (presumably USDC and/or EURC) and not the stablecoins themselves on your balance sheet, and as you include that cash in the total cash and cash equivalents balance reconciled in your statement of cash flows, tell us your consideration for reflecting the use of USDC for the loan principal repayment as a financing activity in your statement of cash flows. • Tell us all the transactions and/or payments for which you used USDC to settle, including how you accounted for such transactions, including the underlying minting/issuance of USDC and the authoritative guidance in which you relied. Note 18. Stock-based compensation

No reply letter found.

We note that you disclose both the weighted-average exercise price of stock options granted during 2022 and the weighted-average grant date fair value of stock options granted as $30.68. As you disclose in your policy note on page F-20 that the exercise price of each option must be at least 100.0% of the fair market value of the common stock as of the grant date, and as ASC 718-10-50-2d requires the disclosure of

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the weighted-average grant-date fair value of the award, not the fair value of the underlying stock, please revise your disclosure to provide the weighted-average grant-date fair value of your options granted during the year or tell us how it can be the same as the weighted-average exercise price for those grants.

No reply letter found.

Please revise your table of common stock equivalents excluded from your loss per share computation because they are antidilutive to include the common stock issuable upon conversion of your preferred stock.

No reply letter found.

We note your responses to comments 1, 39 and 48. We continue to consider your responses and may have further comments.

No reply letter found.

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.

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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. 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. 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 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. 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 enduser 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. 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 fiatcurrency-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 and/or commercially support. Our customers' funds and digital assets may fail to be adequately safeguarded by us..., page 35 16. We note your response to comment 21. Please revise your risk factor disclosure to include a detailed quantitative description regarding the amount of insurance coverage for your crypto assets and your customers' crypto assets. Additionally, please disclose the term of your insurance policy or policies and any renewal options. Our inability to maintain existing relationships with financial institutions..., page 37 17. We note your revised disclosure in response to comment 6 that identifies BlackRock as the issuer of the Circle Reserve Fund and BNY Mellon as the custodian of the assets within the Circle Reserve Fund. In an appropriate section of the prospectus, please disclose the material terms of any agreement you have entered into with BNY Mellon in connection therewith. Also, please file the same as an exhibit to the registration statement or tell us why you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K. 18. Please also revise to include a separately captioned risk factor addressing the counterparty risks associated with holding approximately 90% of USDC reserves in the Circle Reserve Fund, which is issued by BlackRock and custodied at BNY Mellon. Insurance protection under the Securities Investor Protection Corporation..., page 42 19. In your discussion of SIPC protection, please remove references to the term "insurance." "Coverage" and in some cases "protection" are ordinarily more accurate characterizations of the relevant function of SIPC. Management's discussion and analysis of financial condition and results of operations Key factors affecting operating results Distribution costs, page 86 20. We note your response to comment 31 and your revised disclosures. Please address the following: • Revise your disclosure of the Coinbase Collaboration Agreement payment formula to clarify whether the platform holdings of USDC for both you and Coinbase are based on the period-end holdings disclosed in your key operating data on page 87 and in the distribution costs disclosure on page 86 or whether it is based on some average holdings. If based on average holdings, tell us your consideration for disclosing the average USDC holdings on your platform and that held outside your and Coinbase's platforms. • As the amount of USDC on Coinbase's platform appears to be a significant driver of your distribution costs and given that an investor can estimate the amount of USDC on Coinbase's platform based on your disclosures about USDC outstanding, USDC on your platform, and USDC not on your platform or Coinbase's platform, tell us your consideration for specifically disclosing the amount of USDC on Coinbase's platform at period end, as well as average holdings in conjunction with your response to the preceding bullet. Key operating and financial indicators USDC in circulation and average USDC in circulation, page 88 21. We note your response to comment 37. Consistent with your response, please revise your disclosure about "access denied tokens" to clarify that the segregated bank account referred to in your disclosure is a component of your reserve funds and that you do not derecognize the associated liability until it is extinguished when either the funds are transferred to the relevant law enforcement or government body or when the access denial request is reversed and a subsequent redemption request is made by the stablecoin holder. USDC on platform, page 88 22. We note your response to comment 40 and your revised disclosure on page 88 of how USDC on platform and your USDC safeguarding obligation reconcile. Based on your revised definition, it is unclear why your USDC safeguarding liability at December 31, 2022 would be greater than USDC on platform at that date. Please tell us and enhance your disclosure to explain, including the nature of non-custodial assets included in USDC on platform. Separately in your response, provide each component of USDC on platform and clarify what component, if any, of the USDC listed in your safeguarding liability on page F-29 is also included in your USDC on platform metric. Key components of revenue and expenses, page 89 23. We note your response to comment 43. Please revise to clarify that you "mint" stablecoins (in lieu of "issue"), such as USDC and EURC when you receive the corresponding fiat currency from your customers, which are placed into segregated reservice accounts consistent with your description of Circle Mint on page 121. 24. We note your response to comment 64 and your revised accounting policy disclosure about digital asset impairment losses on page F-14. Please conform the related disclosure on page 92. Results of Operations, page 93 25. You disclose that the increase in distribution and transaction costs of $432.9 million or 150.8% in 2023 was primarily driven by a $443.2 million increase in distribution costs paid to Coinbase as a result of increases in reserve income. You also disclose that reserve income increased 94.4% in 2023 attributable to the increased average yields offset by average daily USDC in circulation. Please enhance your disclosure to more fully explain why distribution and transaction costs increased an incremental 56% more than the increase in reserve income, including the correlation on future trends. Refer to Item 303(b)(2) of Regulation S-K. Liquidity and capital resources, page 100 26. We note your response to comments 45 and 54 and your revised enhanced disclosures. Please revise your disclosures to address the following: • Clarify if and when your non-reserve liquidity sources are available to satisfy Circle Mint redemptions. • Summarize the provisions of Rule 2a-7 of the 1940 Act as they relate to daily and weekly liquid asset requirements. • Clarify how the liquidity requirements of Rule 2a-7 intersect with the maturities and composition of assets held by the Circle Reserve Fund. • Clarify that while the Circle Reserve Fund’s investments and business operations are managed by BlackRock Advisors, LLC as investment manager, subject to oversight of BlackRock Funds’ board of trustees, the determination to invest in the Circle Reserve Fund is based on your Reserve Management Standard as determined by your Reserve Management Committee and Reserve Management Infrastructure. We note your response to comment 46 and that reserve assets segregated for the benefit of stablecoin holders in excess of deposits from stablecoin holders is related in part to reserve income that has not yet been transferred to corporate cash due to the timing of receipt and in part related to unprocessed customer deposits that have not yet been minted. Please address the following: • Tell us the amounts of reserve income to be transferred at December 31, 2023 and 2022, and how often such amounts are transferred to corporate cash. Tell us your consideration for separately disclosing these amounts as they appear to be available for your liquidity needs. Tell us your accounting for the unprocessed deposits that have not yet been minted. As these amounts contribute to the excess of reserve assets over the deposits from 27. stablecoin holders liability tell us where you record the credit associated with the journal entry to record these receipts. Tell us your consideration for separately disclosing these amounts as they do not appear to be available for your liquidity needs. 28. We note your response to comment 69, and that differences between Total USDC Reserve Assets as reported in your monthly third-party assurance report, cash and cash equivalents segregated for the benefit of stablecoin holders on your balance sheet and cash and Circle Reserve Fund assets on page 101 are due to the EURC reserve, corporate held stablecoins and timing differences. Please enhance your disclosures to explain how these reported amounts reconcile. Composition of stablecoin reserves, page 101 29. We note your revised disclosure in response to comment 27 and partially reissue the comment. As previously requested, please revise to disclose the material terms of any agreement that you have with BlackRock, or advise otherwise. If applicable, please also file the same as an exhibit to the registration statement or tell us why you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K. 30. We note your revised disclosure on page 101 that "[d]ecisions regarding the allocation of stablecoin reserves across reserve assets are informed by factors such as [...] any internally or externally imposed thresholds..." Please further revise to explain what you mean by "internally or externally imposed thresholds." Warrants, page 103 31. We note your response to comment 49. Notwithstanding the confidentiality provisions in your warrants, it remains unclear to us why the identities of the commercial counterparty and the digital asset exchange that were granted warrants is not material information required to be disclosed to investors. Therefore, we reissue the comment. Please identify the commercial counterparty and the digital asset exchange or explain why you are not required to do so. Quantitative and qualitative disclosures about market risk, page 108 32. We note your revised disclosure provided in response to comment 51. Please address the • As you have elected to provide a sensitivity analysis of the impact of hypothetical changes in interest rates on reserve income and distribution and transaction costs, tell us how providing the impact on your results for the year ended December 31, 2023 complies with the requirement in Item 305(a)(1)(ii)(A) to disclose the impact on future earnings, fair values or cash flows. • As you disclose at the bottom of page 84 carrying over to page 85 that increasing interest rates is correlated with declines in USDC in circulation, tell us why you do not include this inverse relationship in your calculation of the impact of the disclosed hypothetical changes in interest rates. Business Circle's stablecoin network in the new internet financial system, page 111 33. In response to comment 13, you provide recent examples of institutions that you have partnered with (e.g., Grab, Mercado Libre, Nubank, and Coins.ph). Please further revise to provide illustrative examples of how your related contractual agreements, if any, with such partners are structured (e.g., payment terms, duration, etc.). Trends driving adoption of stablecoins and the internet financial system Identity and compliance standards, page 116 34. On page 117, you refer to “rules adopted by the Financial Action Task Force.” Please revise this sentence to refer to recommendations of the Financial Action Task Force, since the Financial Action Task Force does not adopt rules in any jurisdiction. Reserve management infrastructure, page 120 35. We note your added disclosure in response to comment 26 that your Reserve Management Standard is "designed to closely follow" the NYDFS guidelines for stablecoin reserves. Please revise to briefly describe the NYDFS guidelines for stablecoin reserves and clarify any respects in which your Reserve Management Standard differs from such guidelines. 36. We also note your added disclosure in response to comment 26 that, "Our Reserve Management Committee, with assistance from our Treasurer, reserve management operations team, and our Chief Financial Officer, oversees our stablecoin reserve management programs and must approve all material changes to our Reserve Management Standard." Please further revise to briefly discuss how the Reserve Management Committee functions, including, without limitation: • How many members are on the committee; • How the committee members are selected; • How often the committee meets to consider changes to your stablecoin reserve management programs; and • What the committee considers to be "material changes" to your Reserve Management Standard and examples of any such changes in the past. Collaboration with Coinbase, page 130 37. We acknowledge your response to comment 33. Please provide us a more robust description of the services provided by Coinbase under your 2023 and 2018 agreements. In your response tell us how the formulas used to calculate the fees payable to Coinbase are consistent with the services you identify. For example, to the extent you have determined Coinbase provides distribution services, tell us how a formula based on USDC outstanding on the Coinbase platform is consistent with that identified service. 38. In order to help us to continue to assess your response to comment 33, please supplementally provide us full copies of both the 2023 and 2018 agreements with Coinbase. We note your added disclosure in the penultimate paragraph on page 131 in response to comment 7. Please further revise this paragraph to address the following points: Describe the "certain third-party management fees" you reference in the second • 39. sentence. • Delete the qualification “generally” preceding your disclosure regarding the payment terms under the Collaboration Agreement and instead disclose any specific exceptions. • Quantify the "portion" of the payment base you retain in consideration of your role as stablecoin issuer. • Describe the "certain conditions" under the Collaboration Agreement that permit either party to launch new stablecoins using the Licensed Marks. • Describe the "certain conditions" under which the Collaboration Agreement is automatically renewable and disclose the term for which it is renewable. Consolidated Statements of Cash Flows, page F-8 40. We note your response to comment 60. Please revise the caption of your deposits held for stablecoin holders to clearly indicate that it reflects deposits net of redemptions. Note 2. Summary of significant accounting policies Assets segregated for the benefit of stablecoin holders, page F-11 41. We note your response to comment 54 and your disclosure on page F-12 related to your accounting for your investments in the Fund. Please expand on your response to the fifth bullet of comment 54 regarding the application of the equity method. In your response: • Tell us why you limit your consideration of the ability to exercise significant influence to the guidance in ASC 323-10 that applies to corporate entities; • Tell us your consideration of the guidance in AC 323-30-25-1; • Elaborate on how you determined that you are unable to exert significant influence despite the fact that you are the sole owner of the Fund; and • Tell us how you considered the need to provide financial statements for the Fund under Rule 3-09 of Regulation S-X and to provide summary disclosures under Rule 408(g) of Regulation S-X and ASC 323-10-50-3c. Cash equivalents segregated for corporate held stablecoins, page F-12 We note your response to comments 61 and 71. Please address the following: • Enhance your accounting policy to disclose how you account for corporate held stablecoins, including when such amounts are transferred to third-parties to settle transactions such as payment of distribution costs related to the Collaboration Agreement with Coinbase and the payment for distribution incentives to market makers; • Tell us how much of the $691.3 million and $248.1 million of fees under your agreements with Coinbase in 2023 and 2022, respectively, were paid in corporate held USDC. Tell us how you reflected USDC payments to Coinbase in your cash flow statements; and Confirm, if accurate, that although you do not record a deposit from stablecoin holders obligation for corporate held stablecoins, you do reflect them in your USDC in circulation metric. If so, revise your disclosure of USDC in circulation on pages 80 42. and 88 to clarify. If not, tell us why your USDC in circulation at December 31, 2023 of $24,485 million exceeds your $24,276 million liability for deposits from stablecoin holders for both USDC and EURC on your consolidated balance sheet. Deposits from stablecoin holders, page F-16 43. We note your response to comment 65 and your revised disclosures on page F-11 for Assets segregated for the benefit of stablecoin holders, effectively that under applicable regulatory requirements and commercial laws you do not have an unconditional right to deny Circle stablecoin redemption requests from Circle Mint customers. Please address the following: • Since redemptions are tied to your underlying deposit obligations, also disclose in your Deposit from stablecoin holders policy footnote that you do not have an unconditional right to deny Circle stablecoin redemption requests from Circle Mint customers. • As it relates to EURC, tell us what regulatory requirements and commercial laws preclude you from having an unconditional right to deny redemption from Circle Mint accountholders. 44. Please tell us and enhance your disclosures, here and throughout your filing, to clarify if distributors, based on the terms of the underlying agreements such as Coinbase, are also Circle Mint customers and your obligations to redeem Circle stablecoins minted through any distributors who are not Circle Mint customers.

No reply letter found.

We note your responses to comments 3 through 7. We continue to consider your responses and may have further comments.

No reply letter found.

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. with Coincheck, Inc. to expand USDC access in the Japanese market.

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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. Our customers' funds and digital assets may fail to be adequately safeguarded by us..., page 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. 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. 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 expense18. related accounts payables. Reference for us the authoritative literature you rely upon to support your accounting in your cash flow statements.

No reply letter found.

We continue to consider your responses to comments 3 through 7 from our letter dated July 2, 2024 and may have further comments.

No reply letter found.

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.

No reply letter found.

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.

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• 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

No reply letter found.

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.

No reply letter found.

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

Rest of the question

nature of the "eligible assets with requisite margins" that you reference.

No reply letter found.

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.

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Please also tell us whether there are any updates to your consideration for the need to provide financial statements for the Fund under Rule 309 of Regulation S-X as originally included as part of your response to comment 41 in our letter dated July 2, 2024.

No reply letter found.

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.

No reply letter found.

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.

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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.

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. Read in the reply ↗

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.

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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 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 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 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 5. 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.

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. Read in the reply ↗