USDC issuer Circle officially files IPO application, potentially marking a milestone in stablecoin development
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USDC issuer Circle officially files IPO application, potentially marking a milestone in stablecoin development
Circle, the issuer of USDC, plans to list its Class A common stock on the New York Stock Exchange under the ticker symbol "CRCL."
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According to a filing submitted to the U.S. Securities and Exchange Commission (SEC) on April 1, Circle has officially filed an S-1 registration statement for an initial public offering (IPO).
Circle, the issuer of USDC, plans to list its Class A common stock on the New York Stock Exchange under the ticker symbol "CRCL".
The prospectus indicates that Circle will offer an unspecified number of shares of Class A common stock, while certain existing shareholders will also register shares for sale. The expected price range per share has not yet been determined.
Proceeds from the sale of shares by Circle will belong to the company, whereas proceeds from sales by existing shareholders will not. The underwriters, led by JPMorgan Chase and Citigroup, will have a 30-day option to purchase additional shares to cover over-allotments.
The financial data included in this filing provides the most detailed view to date of Circle's recent performance.
For the fiscal year ended December 31, 2023, the company’s total revenue and reserve income reached $1.68 billion, up from $1.45 billion in 2022 and $772 million in 2021.
In 2023, the majority of revenue came from interest income on assets backing USDC. Total operating expenses for 2023 amounted to $491.7 million, primarily allocated to compensation ($263.4 million), general and administrative expenses ($137.3 million), and information technology infrastructure ($27.1 million).
Net income from continuing operations in 2023 was $156.9 million, down from $271.5 million in 2022 but a significant improvement compared to the $761.8 million loss in 2021. Adjusted EBITDA for 2023 was $284.9 million.
Circle also recorded $4.3 million in digital asset losses and impairments, and reported $54.4 million in other income, primarily consisting of gains unrelated to its core business operations.
The registration draft does not specify the company's weighted average number of outstanding shares or earnings per share.
As stated in the prospectus, Circle intends to use the net proceeds from the IPO for general corporate purposes, including product development, working capital, business expansion, and potential acquisitions. The timing of the IPO pricing and share allocation has not been disclosed.
Following the listing, the company will adopt a three-tier share structure. Each Class A share offered in the IPO will carry one vote per share. Co-founders Jeremy Allaire and Patrick Sean Neville will hold Class B shares, each carrying five votes per share, though their aggregate voting power is capped at 30%.
Class C shares will have no voting rights and are convertible under specific circumstances. Class B shares will convert into Class A shares if transferred beyond permitted channels.
This structure ensures that Circle will not be classified as a "controlled company" under NYSE governance rules following the listing.
Prior to this filing, Circle had postponed its listing plans multiple times, including the termination of a merger with a special purpose acquisition company (SPAC) in 2021. This offering marks its first attempt at a traditional IPO.
The filing confirms that there has previously been no public market for Circle’s shares. The company’s listing comes amid rising adoption of stablecoins and increasing regulatory interest in digital dollar infrastructure.
Circle’s IPO remains subject to regulatory review and market conditions. Pricing details, including the number of shares and valuation per share, will be disclosed in updated filings prior to the listing date.
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