Amendment: SEC Form SCHEDULE 13G/A filed by Circle Internet Group Inc.
$CRCL
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Circle Internet Group, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
172573107 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XI L.P. ("A11") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,566,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 8,566,428 shares, all of which are directly owned by A11. Accel XI Associates L.L.C. ("A11A"), the general partner of A11, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 8,566,428 shares, all of which are directly owned by A11. A11A, the general partner of A11, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Class A common stock ("Common Stock") outstanding as of August 8, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on August 12, 2025 (the "Form 10-Q").
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XI Strategic Partners L.P. ("A11SP") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
643,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 643,620 shares, all of which are directly owned by A11SP. A11A, the general partner of A11SP, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 643,620 shares, all of which are directly owned by A11SP. A11A, the general partner of A11SP, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XI Associates L.L.C. ("A11A") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,210,048.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 9,210,048 shares, of which 8,566,428 are directly owned by A11, and 643,620 are directly owned by A11SP. A11A, the general partner of each of A11 and A11SP, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 9,210,048 shares, of which 8,566,428 are directly owned by A11, and 643,620 are directly owned by A11SP. A11A, the general partner of each of A11 and A11SP, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel Investors (2013) L.L.C. ("AI13") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
909,772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 909,772 shares, all of which are directly owned by AI13.
Note to Row 6: See response to row 5.
Note to Row 7: 909,772 shares, all of which are directly owned by AI13.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XIV L.P. ("A14") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
191,365.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 191,365 shares, all of which are directly owned by A14. Accel XIV Associates L.L.C. ("A14A"), the general partner of A14, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 191,365 shares, all of which are directly owned by A14. A14A, the general partner of A14, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XIV Strategic Partners L.P. ("A14SP") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 7,766 shares, all of which are directly owned by A14SP. A14A, the general partner of A14SP, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 7,766 shares, all of which are directly owned by A14SP. A14A, the general partner of A14SP, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XIV Associates L.L.C. ("A14A") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
199,131.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 199,131 shares, of which 191,365 are directly owned by A14 and 7,766 are directly owned by A14SP. A14A, the general partner of each of A14 and A14SP, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 199,131 shares, of which 191,365 are directly owned by A14 and 7,766 are directly owned by A14SP. A14A, the general partner of each of A14 and A14SP, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Accel XIV Investors (2019) L.L.C. ("AI19") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,215.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: 10,215 shares, all of which are directly owned by AI19.
Note to Row 6: See response to row 5.
Note to Row 7: 10,215 shares, all of which are directly owned by AI19.
Note to Row 8: See response to row 7.
Note to Row 11: Based on 209,836,558 shares of Common Stock outstanding as of August 8, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Circle Internet Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
One World Trade Center New York, NY, 10007 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint Schedule 13G is being filed by Accel XI L.P. ("A11"), Accel XI Strategic Partners L.P. ("A11SP"), Accel XI Associates L.L.C. ("A11A"), Accel Investors (2013) L.L.C. ("AI13"), Accel XIV L.P. ("A14"), Accel XIV Strategic Partners L.P. ("A14SP"), Accel XIV Associates L.L.C. ("A14A") and Accel XIV Investors (2019) L.L.C. ("AI19"). The foregoing entities are collectively referred to as the "Reporting Persons."
A11A, the general partner of each of A11 and A11SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer directly owned by each of A11 and A11SP. A14A, the general partner of each of A14 and A14SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer directly owned by each of A14 and A14SP. | |
| (b) | Address or principal business office or, if none, residence:
Accel
500 University Avenue
Palo Alto, CA 94301 | |
| (c) | Citizenship:
A11, A11SP, A14, and A14SP are Delaware limited partnerships. A11A, AI13, A14A, and AI19 are Delaware limited liability companies. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
172573107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of A11, A11SP, A14, and A14SP, and the limited liability company agreements of A11A, AI13, A14A, and AI19, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
Exhibit Information
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Exhibit A: Agreement of Joint Filing |