Circle (CRCL) - Prospectus

Prospectus Summary This section provides a high-level overview of the initial public offering, company's mission, platform, and key financial highlights, emphasizing its stablecoin network and financial performance The Offering Circle Internet Group, Inc. is conducting an IPO of 32 million shares of Class A common stock at $27.00-$28.00 per share, with founders retaining significant voting control Initial Public Offering Details | Detail | Value | | :--- | :--- | | Total Shares Offered | 32,000,000 | | Shares Offered by Circle | 12,800,000 | | Shares Offered by Selling Stockholders | 19,200,000 | | Expected IPO Price | $27.00 - $28.00 per share | | Underwriters' Option | Up to 4,800,000 additional shares | | Stock Exchange | NYSE | | Ticker Symbol | CRCL | - The company has a multi-class stock structure: Class A (1 vote/share), Class B (5 votes/share, with aggregate voting power capped at 30%), and Class C (non-voting) common stock. Founders Jeremy Allaire and P. Sean Neville will hold Class B stock, representing 30% of the total voting power after the offering[8] - ARK Investment Management, LLC has indicated a non-binding interest in purchasing up to $150.0 million of Class A common stock in the offering[7] - Net proceeds to the company are estimated at approximately $319.6 million. These funds will be used to satisfy $111.1 million in tax obligations related to RSU vesting and for general corporate purposes[162] Company Overview Circle aims to build an internet-based financial system using blockchain technology, focusing on the USDC stablecoin network, with revenue primarily from reserve income - Circle aims to build a new internet financial system on open software and public networks to address the high costs, inefficiencies, and access barriers of the legacy financial system[82][84][88] - The company's strategy is to build the largest stablecoin network, leveraging the network effects of USDC. Growth is fostered through partnerships with major firms like Grab, Mercado Libre, and Binance to expand user access and utility[94][97] - The primary revenue source is reserve income from USDC reserve assets. In 2024, the company generated $1.7 billion in revenue and reserve income, with $155.7 million in net income and $284.9 million in Adjusted EBITDA[99] Our Platform, Products, and Ecosystem Circle's platform comprises stablecoins (USDC, EURC), tokenized funds (USYC), liquidity services (Circle Mint), and developer tools, supported by a vast partner network and robust reserve management - The platform consists of four main pillars: Circle Stablecoins, Circle Tokenized Funds, Circle Liquidity Services, and Circle Developer Services[107] - Circle Mint, the institutional on- and off-ramp, served 1,834 customers as of March 31, 2025[115] - Developer Services aim to simplify onchain development. Circle Wallets has seen over 19 million wallets deployed, and the Cross-Chain Transfer Protocol (CCTP) has handled approximately $41.0 billion in transfers from its launch in April 2023 to March 31, 2025[120][137] - As of March 31, 2025, approximately 90% of USDC reserves are held in the Circle Reserve Fund, a government money market fund managed by BlackRock. The remainder is held as cash, primarily at GSIBs[153] Summary Consolidated Financial Data The company's financial performance shows significant growth in revenue and a shift to profitability, with total revenue reaching $1.68 billion in 2024 and strong asset and liability positions Consolidated Statement of Operations Summary (in thousands) | | Q1 2025 (unaudited) | Q1 2024 (unaudited) | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total revenue and reserve income | $578,573 | $365,094 | $1,676,253 | $1,450,466 | $772,052 | | Operating income (loss) | $92,940 | $52,319 | $167,158 | $269,528 | $(38,116) | | Net income (loss) | $64,791 | $48,639 | $155,667 | $267,562 | $(768,847) | Adjusted EBITDA (Non-GAAP) (in thousands) | | Q1 2025 (unaudited) | Q1 2024 (unaudited) | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $122,439 | $76,258 | $284,871 | $395,230 | $96,276 | Consolidated Balance Sheet Summary (as of March 31, 2025, in thousands) | | Actual | | :--- | :--- | | Total assets | $62,262,397 | | Total liabilities | $60,376,919 | | Total stockholders' equity | $744,976 | Founder's Letter This section presents the CEO's vision for an open, internet-based financial system, highlighting Circle's regulatory-first approach, growth achievements, and the IPO's role in transparency Founder's Letter Summary CEO Jeremy Allaire outlines Circle's vision for an open internet financial system, emphasizing its regulatory-first approach, significant growth in USDC transactions and revenue, and the IPO as a step towards transparency - The founding vision was to create an "HTTP for Money," a protocol for dollars on the internet that would transform the global economic system by making the storage and transmission of value a commodity[48][49] - Circle's execution strategy is based on four key principles: engaging directly with regulators, adopting a platform-first technology approach, meeting the market where it is, and using compliance as a competitive advantage[52][53] - Since its 2018 launch, USDC has been used for over $25 trillion in onchain transactions as of March 31, 2025. The company's revenue grew from $15.4 million in 2020 to $1.7 billion in 2024, achieving profitability with $155.7 million in net income in 2024[55][57] - The decision to go public is presented as a commitment to transparency and accountability, reflecting the belief that the company is at a significant crossroads for the development of the internet financial system[60][61] Risk Factors This section details the significant business, financial, regulatory, and offering-related risks, including competition, stablecoin runs, legal classification, interest rate sensitivity, and governance structure Risks Related to Business and Industry The company faces intense competition, susceptibility to stablecoin runs, potential reclassification of stablecoins as securities, and heavy reliance on third-party partners - The company faces intense competition from other stablecoins (e.g., USDT), yield-bearing digital assets like TMMFs, and potential new entrants including traditional banks, which could pressure market share and profitability[176][178][184] - Stablecoins are susceptible to runs. The March 2023 SVB collapse caused a temporary price dislocation for USDC and a subsequent decrease in circulation, highlighting the risk of concentrated redemption requests exceeding immediate liquidity[186][188] - A significant risk is the potential classification of Circle stablecoins as "securities" by regulators like the SEC. Such a determination would subject the company to extensive and potentially prohibitive regulations, materially impacting operations[200][203][204] - The business is heavily dependent on the Circle Reserve Fund, managed by BlackRock and custodied by BNY, which held approximately 90% of USDC reserves as of March 31, 2025. Any issues with these partners could negatively affect trust and operations[209][227] Risks Related to Financial Condition Financial performance is highly sensitive to interest rate fluctuations, foreign currency exchange rates, and evolving tax and accounting rules for digital assets - Reserve income, which made up over 95% of total revenue in 2022-2024, is highly sensitive to interest rate fluctuations. Changes in interest rates directly impact reserve return rates and, consequently, a major part of the company's revenue[281] - The company is exposed to foreign currency risk, as it earns interest in both U.S. dollars (for USDC) and euros (for EURC) but reports in U.S. dollars. It does not currently engage in hedging transactions to mitigate this risk[282] - The business is subject to complex and evolving tax laws, such as the IIJA's digital asset reporting rules, and accounting standards with limited precedent for stablecoins, creating significant uncertainty and compliance risk[283][285][290] Risks Related to Government Regulation Circle operates within a complex and evolving global regulatory landscape, facing licensing requirements, potential reclassification as a bank or investment company, and strict AML/CFT compliance - The company is subject to a complex web of regulations, including holding money transmission licenses (MTLs) in 46 states and a BitLicense from the NYDFS, which mandates strict reserve, custody, and reporting requirements[797][799] - Proposed legislation could require stablecoin issuers to be insured depository institutions, which would materially alter Circle's business model and significantly increase compliance costs[248][250] - There is a risk that Circle could be deemed an "investment company" under the 1940 Act, which would impose restrictions making it impractical to continue the business as currently operated[316][322] - The company must comply with U.S. and international laws on economic sanctions (OFAC), anti-money laundering (AML), and counter-terrorism financing (CFT), which require robust and costly compliance programs and carry the risk of severe penalties for violations[323][324][326] Risks Related to Common Stock and this Offering Investing in Class A common stock involves risks of insider control, immediate dilution, stock price volatility, and anti-takeover provisions that could deter acquisitions - Following the offering, insiders, particularly founders holding Class B stock, will control approximately 31.8% of the company's voting power, giving them significant influence over matters requiring stockholder approval[375] - The multiple-class stock structure may depress the trading price, as some index providers and proxy advisory firms oppose such structures[379] - Investors in this offering will experience immediate and substantial dilution of $20.83 per share, as the IPO price is significantly higher than the pro forma as adjusted net tangible book value per share[393][418][419] - The company's certificate of incorporation and bylaws contain anti-takeover provisions, such as a staggered board and a prohibition on stockholder action by written consent, which could delay or prevent a change of control[386][387] Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes Circle's financial performance, business model, key influencing factors, and liquidity, highlighting revenue drivers, cost structures, and capital resources Overview and Business Model Circle's business model focuses on growing its stablecoin network, primarily USDC, generating revenue from reserve income, and expanding product offerings while discontinuing non-core services USDC Circulation Activity (in millions) | Period | Beginning Circulation | Minted | Redeemed | Ending Circulation | | :--- | :--- | :--- | :--- | :--- | | Q1 2025 | $43,857 | $53,222 | $(37,103) | $59,976 | | FY 2024 | $24,412 | $141,342 | $(121,897) | $43,857 | | FY 2023 | $44,554 | $95,833 | $(115,975) | $24,412 | | FY 2022 | $42,416 | $167,609 | $(165,471) | $44,554 | - Reserve income is the primary revenue driver, comprising between 95% and 99% of total revenue in the last three fiscal years and recent quarters. This income is a function of the amount of reserve assets and the reserve return rate[438] - The company is expanding its product offerings beyond stablecoins to include Developer Services (Circle Wallets, CCTP) and Tokenized Funds (USYC via Hashnote acquisition) to diversify revenue and grow the network[441][446] - Circle has discontinued non-core products, including Transaction Services, Circle Yield, and SeedInvest, to focus on its core strategy of growing the stablecoin network[448][449][450][451] Key Factors Affecting Operating Results Operating results are driven by stablecoin adoption, strategic partnerships, interest rate fluctuations, and distribution costs, with exogenous events like the SVB collapse impacting performance - Growth is tied to the adoption of stablecoins, with Meaningful Wallets (MeWs, wallets with >$10 USDC) increasing from 1.76 million at the end of 2022 to 4.88 million at the end of Q1 2025[453][456] - The failure of Silicon Valley Bank (SVB) in March 2023, where Circle held significant reserves, caused a temporary price dislocation in secondary markets and was a contributing factor to a subsequent decline in USDC in circulation[462][463] - Distribution costs are a significant expense, largely driven by the Collaboration Agreement with Coinbase. Payments to Coinbase are based on reserve income and the amount of USDC held on its platform[465] - The proportion of USDC held on Coinbase's platform has been increasing, rising from a daily weighted-average of 3% in 2022 to 22% in Q1 2025. This trend increases distribution costs payable to Coinbase[466][467] Results of Operations The company shows strong revenue growth from reserve income, offset by increasing distribution costs, leading to fluctuating operating and net income, with changes in compensation and G&A expenses Q1 2025 vs. Q1 2024 Performance (in millions) | Metric | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Reserve Income | $557.9 | $359.6 | 55.1% | | Distribution & Transaction Costs | $347.3 | $202.7 | 71.3% | | Operating Income | $92.9 | $52.3 | 77.6% | | Net Income | $64.8 | $48.6 | 33.2% | Full Year 2024 vs. 2023 Performance (in millions) | Metric | FY 2024 | FY 2023 | % Change | | :--- | :--- | :--- | :--- | | Reserve Income | $1,661.1 | $1,430.6 | 16.1% | | Distribution & Transaction Costs | $1,010.8 | $719.8 | 40.4% | | Operating Income | $167.2 | $269.5 | (38.0)% | | Net Income | $157.0 | $271.5 | (42.2)% | - The increase in distribution costs in 2024 was primarily driven by a $216.6 million increase in payments to Coinbase and a $74.1 million increase in other distribution incentives, including a one-time $60.25 million fee to Binance[531] Liquidity and Capital Resources Circle maintains strong liquidity, with USDC reserves primarily held in a BlackRock-managed money market fund, and cash flows significantly influenced by stablecoin holder deposits - As of March 31, 2025, the company had total liquidity sources of $1.1 billion, consisting of $848.6 million in cash and cash equivalents and $274.5 million in cash and cash equivalents segregated for corporate-held stablecoins[596] - As of March 31, 2025, approximately 90% of USDC reserves were held in the Circle Reserve Fund, managed by BlackRock. The remaining portion is held as cash, primarily at GSIBs, to manage redemption liquidity and counterparty risk[602] USDC Reserve Composition and Average Yield | Period | Asset Class | Average Fair Value (in millions) | Average Yield | | :--- | :--- | :--- | :--- | | Q1 2025 | Cash | $6,487 | 3.42% | | | Circle Reserve Fund | $53,565 | 4.26% | | FY 2024 | Cash | $6,407 | 3.96% | | | Circle Reserve Fund | $37,514 | 5.09% | - Financing activities are dominated by changes in deposits from stablecoin holders, which provided $16.3 billion of cash in Q1 2025, reflecting the increase in USDC in circulation[626][627] Business This section details Circle's core platform, products, ecosystem, reserve management, competitive landscape, key partnerships, and the extensive regulatory policy environment it navigates Platform, Products, and Ecosystem Circle's platform is built on four pillars: stablecoins (USDC, EURC), tokenized funds (USYC), liquidity services (Circle Mint), and developer services, supported by a broad partner ecosystem - Circle Stablecoins: USDC and EURC are regulated payment stablecoins backed by highly liquid reserves, redeemable 1:1 for their respective fiat currencies[698] - Circle Tokenized Funds: Through the acquisition of Hashnote, Circle offers USYC, a tokenized money market fund (TMMF) intended for use as yield-bearing collateral in capital markets[700][702] - Circle Liquidity Services: Circle Mint provides institutional customers with services for minting, redeeming, and transferring USDC and EURC, supporting transfers in over 185 countries[704][705] - Circle Developer Services: A suite of tools including Circle Wallets, Circle Contracts, Circle Paymaster, and CCTP are designed to simplify the development of onchain applications and foster network growth[708][710][718][721] - Circle Payments Network (CPN): Launched in May 2025, CPN is a technology service to connect eligible financial institutions for real-time payment settlement using regulated stablecoins[738] Reserve Management and Strategy Circle's reserve management prioritizes liquidity and asset preservation, with ~90% of USDC reserves in a BlackRock-managed fund, and its growth strategy focuses on network expansion and new revenue streams - The reserve management standard limits USDC reserves to highly liquid assets like short-term U.S. Treasuries, cash at global banks, and government money market funds, in compliance with NYDFS and MiCAR requirements[745][746] - A dedicated reserve management committee, chaired by the CFO, provides governance and oversight for the management of stablecoin reserves[748][749] - The growth strategy is centered on creating network effects by partnering with large-scale businesses (e.g., Grab, Mercado Libre), expanding global banking on-ramps, and providing developer tools to simplify onchain app creation[760][762] - The company plans to diversify its business model by building new fee-based revenue streams from network activity and subscription fees for Developer Services, moving beyond its current reliance on reserve income[762] Competitive Landscape and Key Partnerships Circle competes with other stablecoin issuers and yield-bearing digital assets, strengthening its position through strategic partnerships with Coinbase, Binance, and BlackRock - The primary competitor is USDT, the largest stablecoin by circulation. Circle also competes with other regulated issuers and emerging yield-bearing digital assets (TMMFs) from firms like BlackRock[763][764][765][771] - In August 2023, Circle restructured its relationship with Coinbase, taking sole governance of USDC and establishing a new economic arrangement where Coinbase is compensated based on reserve income and the amount of USDC on its platform[774][777] - In November 2024, Circle entered into arrangements with Binance, making it the first approved participant in the stablecoin ecosystem. Circle paid Binance a $60.25 million upfront fee and ongoing incentives to promote USDC and hold it in its treasury[780] - A March 2025 memorandum of understanding with BlackRock establishes it as Circle's preferred partner for managing stablecoin reserves, with Circle committing to maintain at least 90% of its U.S.-managed fiat reserves for USDC with BlackRock products[783] Regulatory Policy Landscape Circle operates under a "regulation-first" philosophy and is subject to extensive and evolving global regulations - Circle holds Money Transmitter Licenses (MTLs) in 46 U.S. states and is registered as a Money Services Business with FinCEN. It also holds a BitLicense from the NYDFS, which imposes stringent requirements on reserve composition and segregation[797][799] - Internationally, Circle holds an E-Money Institution (EMI) license in France (passportable under MiCAR), an Electronic Money Issuer license in the UK, a Major Payments Institution License in Singapore, and a DABA license in Bermuda[812][813][814][817] - The company actively monitors and engages with U.S. legislative efforts to create a federal framework for stablecoins, such as the STABLE Act and GENIUS Act, which could define requirements for issuers and reserves[806][810] - Circle believes that in the event of bankruptcy, the reserve assets backing its stablecoins should not be considered property of its estate and should belong to the stablecoin holders, though this has not been tested in court[831] Management and Compensation This section outlines Circle's executive leadership, corporate governance structure, and compensation philosophy, detailing executive pay components and director compensation Management and Corporate Governance Circle's leadership team includes key executives and an independent-majority, staggered board of directors with five specialized committees overseeing governance - The executive team is led by Jeremy Allaire (Co-founder, Chairman & CEO), Jeremy Fox-Geen (CFO), Heath Tarbert (President & Chief Legal Officer), and Nikhil Chandhok (Chief Product & Technology Officer)[837] - The board of directors consists of eight members, seven of whom are determined to be independent. The board is staggered into three classes, with directors serving three-year terms[851][852] - The board has five committees: Audit, Compensation, Nominating and Corporate Governance, Risk, and Strategy, each with specific oversight responsibilities[853][855][856][858][859] Compensation Discussion & Analysis Executive compensation is competitive and performance-driven, comprising base salary, cash incentives (STIP), and long-term equity (RSUs), with governance best practices like stock ownership guidelines 2024 NEO Compensation Elements & Targets | NEO | Base Salary | STIP Target (% of Base) | 2024 Annual RSU Grant Value | | :--- | :--- | :--- | :--- | | Jeremy Allaire | $900,000 | 140% | $9,000,000 | | Jeremy Fox-Geen | $500,000 | 110% | $4,000,000 | | Elisabeth Carpenter | $500,000 | 110% | $4,000,000 | | Heath Tarbert | $500,000 | 110% | $4,000,000 | | Nikhil Chandhok | $500,000 | 75% | $4,000,000 | - The 2024 Short-Term Incentive Plan (STIP) was funded at 124.5% of target based on performance against STIP Adjusted EBITDA and non-financial business goals across two six-month periods[879][885] - Long-term incentives are granted as RSUs with both a four-year time-based vesting schedule and a performance condition tied to a public listing or change in control[886][888] - The company has adopted stock ownership guidelines requiring the CEO to hold stock valued at 5x base salary and other executives to hold 3x base salary[906][907] Executive and Director Compensation Tables The compensation tables detail the pay for Named Executive Officers (NEOs) and non-employee directors for fiscal year 2024 2024 Summary Compensation Table (Selected NEOs) | Name | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Jeremy Allaire | 900,000 | 8,999,983 | 1,568,700 | 12,245,017 | | Jeremy Fox-Geen | 500,000 | 3,999,996 | 684,750 | 5,184,746 | | Heath Tarbert | 500,000 | 3,999,996 | 684,750 | 5,184,746 | - Non-employee directors receive an $80,000 annual cash retainer for board service, with additional retainers for lead director and committee chair/member roles[1004][1007] - Non-employee directors receive an annual RSU grant valued at $220,000 and an initial RSU grant valued at $400,000 upon appointment, with vesting tied to service and a change in control trigger[1004][1008] Shareholder and Offering Information This section provides details on beneficial ownership, the company's multi-class capital structure, future sale eligibility of shares, and the underwriting arrangements for the IPO Principal and Selling Stockholders This section details beneficial ownership before and after the offering, highlighting major institutional investors and the founders' significant voting control through Class B common stock - After the offering, CEO Jeremy Allaire will beneficially own 18.6 million shares of Class B stock (78.9% of Class B) and co-founder P. Sean Neville will own 5.0 million shares of Class B stock (21.1% of Class B). Together, their Class B holdings will represent 30% of the company's total voting power[1025][8] - Major institutional investors holding over 5% of Class A common stock include entities affiliated with General Catalyst (12.8%), IDG Capital (12.6%), Oak Investment Partners (7.5%), FMR LLC (7.2%), Breyer Capital (9.0%), and Accel (6.9%) before the offering[1025] - A total of 19,200,000 shares are being offered by selling stockholders, including large blocks from institutional investors and shares from executive officers and directors[5][1025] Description of Capital Stock Circle's capital structure includes Class A (1 vote), Class B (5 votes, capped at 30%), and non-voting Class C common stock, with anti-takeover provisions and specific conversion rules - The company will have three classes of common stock: Class A (1 vote/share), Class B (5 votes/share), and Class C (non-voting). The aggregate voting power of Class B stock is capped at 30% of the total[1037][1039] - Class B common stock will automatically convert to Class A upon most transfers (except permitted ones to founders' entities) or five years after the IPO closing date, whichever is earlier[1047][1048] - The company's governance structure includes anti-takeover measures such as a staggered board, no stockholder action by written consent, and a 66 2/3% supermajority vote requirement to amend certain bylaws and charter provisions[1055][1056][1061][1062] - Bylaws establish the Court of Chancery of the State of Delaware as the exclusive forum for most stockholder disputes, and the federal district court for the District of Delaware for claims under the Securities Act or Exchange Act[1058] Shares Eligible for Future Sale Following the IPO, shares are subject to lock-up agreements for up to 180 days, with exceptions for certain employees, and registration rights for large holders will enable future public sales - Upon completion of the offering, there will be 200.6 million Class A shares and 20.0 million Class B shares outstanding[1096] - Directors, executive officers, and holders of substantially all capital stock have entered into lock-up agreements, restricting the sale of their shares for up to 180 days after the offering[1102] - An early release provision allows non-officer employees who are not selling stockholders to sell 15% of their shares (approx. 1.4 million shares) after the company's Q2 2025 earnings announcement[1102][1117] - Holders of approximately 137.7 million shares of Class A common stock have registration rights, which, if exercised after the lock-up period, would allow them to sell their shares freely in the public market[1103] Underwriting The IPO is underwritten by a syndicate led by J.P. Morgan, Citigroup, and Goldman Sachs, with an over-allotment option and lock-up agreements, and a portion of shares offered to retail investors - The offering is managed by a syndicate of underwriters with J.P. Morgan, Citigroup, and Goldman Sachs & Co. LLC acting as joint book-running managers[1104] - ARK Investment Management, LLC has indicated a non-binding interest to purchase up to $150.0 million of shares in the offering[1108] - Directors, executive officers, and holders of substantially all of the company's capital stock are subject to lock-up agreements for a period of up to 180 days after the date of the prospectus, with limited exceptions[1115] - A portion of the shares will be offered to retail investors through Robinhood Financial LLC and Fidelity Brokerage Services LLC, which will act as selling group members[1127] Financial Statements This section presents the audited and unaudited consolidated financial statements for Circle Internet Group, Inc. and the Circle Reserve Fund, detailing balance sheets, income statements, and cash flows Circle Internet Group, Inc. Financials This section provides Circle's consolidated financial statements, including balance sheets, income statements, and cash flows, with notes on accounting policies, acquisitions, and revenue recognition Consolidated Balance Sheet Highlights (in thousands) | | March 31, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | $62,262,397 | $45,834,409 | | Cash and cash equivalents segregated for stablecoin holders | $60,141,924 | $43,918,572 | | Total Liabilities | $60,376,919 | $44,124,115 | | Deposits from stablecoin holders | $59,977,076 | $43,727,363 | | Total Stockholders' Equity | $744,976 | $570,529 | Consolidated Statement of Operations Highlights (in thousands) | | Q1 2025 (unaudited) | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Total revenue and reserve income | $578,573 | $1,676,253 | $1,450,466 | | Operating income (loss) | $92,940 | $167,158 | $269,528 | | Net income (loss) | $64,791 | $155,667 | $267,562 | - The company acquired Hashnote Holdings LLC in January 2025 for a total consideration of approximately $99.8 million, consisting of cash and stock. The acquisition was accounted for as a business combination, resulting in $96.5 million of goodwill[1203][1205] Circle Reserve Fund Financials This section presents the audited financial statements for the BlackRock-managed Circle Reserve Fund, detailing its portfolio of U.S. Treasury obligations and repurchase agreements, and its stable NAV - The Circle Reserve Fund is a government money market fund managed by BlackRock, and its shares are available for purchase only by Circle Internet Financial, LLC[1548] Circle Reserve Fund - Schedule of Investments (as of April 30, 2024) | Security Type | Value (in billions) | % of Net Assets | | :--- | :--- | :--- | | U.S. Treasury Obligations | $10.4 | 34.6% | | Repurchase Agreements | $18.7 | 62.5% | | Total Investments | $29.1 | 97.1% | - As of April 30, 2024, the Fund's total assets were $30.1 billion, and its net assets were $30.0 billion. The fund successfully maintained a stable Net Asset Value (NAV) of $1.00 per share[1538]