Circle Internet Group Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2025, Circle Internet Group, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). As described in the final prospectus, dated June 4, 2025 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-286310), as amended, filed with the Securities and Exchange Commission on June 5, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of capital stock” in the Prospectus.
The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to the full text of (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
Item 8.01 Other Events.
On June 6, 2025, the Company completed its initial public offering of an aggregate of 34,000,000 shares of Class A Common Stock, consisting of 14,800,000 shares of Class A Common Stock sold by the Company and 19,200,000 shares of Class A Common Stock sold by selling stockholders, at a price to the public of $31.00 per share. The gross proceeds to the Company from the initial public offering were $458,800,000.00, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of Class A Common Stock in the offering by the selling stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Circle Internet Group, Inc. | |
| 3.2 | Amended and Restated Bylaws of Circle Internet Group, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CIRCLE INTERNET GROUP, INC. | ||
| Date: June 6, 2025 | By: |
/s/ Sarah K. Wilson |
| Name: | Sarah K. Wilson | |
| Title: | General Counsel and Corporate Secretary | |