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Circle Internet Group (CRCL) sells 67.5M ARC tokens in $20.25M presale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Circle Internet Group entered into token purchase agreements with institutional investors for a second closing of its ARC token presale. The company agreed to issue and sell 67.5 million additional ARC tokens at a price of $0.30 per token, implying a fully diluted Arc network valuation of $3 billion and generating estimated gross proceeds of about $20.25 million.

The ARC tokens are the native coordination asset of the company’s Arc blockchain network and were sold in a private placement under Section 4(a)(2) and Rule 506(c) of Regulation D. Investors accepted a lock-up that restricts transfers for at least one year after the Arc network’s transition to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism, with some restrictions extending until four years after that transition date.

The agreements include repayment rights if ARC tokens are not delivered, if the Arc network has not transitioned to Proof-of-Stake or delegated Proof-of-Stake by May 8, 2028, or if certain legal, regulatory, or compliance conditions for specific purchasers are not met.

Positive

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Insights

Circle raises $20.25M via ARC token presale with lengthy lock-ups and performance conditions.

Circle Internet Group has completed a second closing of its ARC token presale, selling 67.5 million tokens at $0.30, for estimated gross proceeds of about $20.25 million. The deal implies a fully diluted Arc network valuation of $3 billion, signaling ambitious expectations for the blockchain network’s eventual scale.

The private placement uses Regulation D Rule 506(c), targeting institutional investors and allowing general solicitation with accredited investor verification. Lock-up provisions restrict transfers for at least one year after the Arc network transitions to a Proof-of-Stake or delegated Proof-of-Stake design, with additional limitations lasting up to four years after that transition. These terms align investor liquidity with network development milestones.

The agreements also grant repayment rights if the ARC tokens are not delivered, if the Proof-of-Stake or delegated Proof-of-Stake transition is not completed by May 8, 2028, or if specific legal or compliance conditions are not satisfied. These conditions shift some execution and regulatory risk back to the company, making progress toward the network’s transition and related compliance a key factor that subsequent filings may further clarify.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
ARC tokens sold 67.5 million ARC tokens Aggregate additional tokens in second closing of presale
Token price $0.30 per ARC token Purchase price in second closing private placement
Gross proceeds Approximately $20.25 million Estimated aggregate gross proceeds from second closing
Implied network valuation $3 billion Implied fully diluted valuation of Arc network
Lock-up minimum period 1 year Minimum lock-up after Arc network transitions to PoS or delegated PoS
Extended lock-up limit 4 years Additional transfer limits may apply until four years after transition date
Transition deadline May 8, 2028 Deadline for PoS or delegated PoS transition before repayment rights apply
Token Purchase Agreement financial
"Circle Internet Group entered into token purchase agreements with certain institutional investors"
Regulation D regulatory
"conducted as a private placement exempt from registration ... under Rule 506(c) of Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Proof-of-Stake technical
"transition to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism"
A proof-of-stake system is a way a cryptocurrency network decides who can add new records to its shared ledger by selecting participants based on how many tokens they hold and commit as collateral, rather than on who can solve hard math puzzles. For investors this matters because it affects returns and risks — staked tokens can earn steady fees or rewards like interest, while the system’s energy use, speed, and rules for slashing or locking tokens influence value, liquidity, and regulatory scrutiny.
delegated Proof-of-Stake technical
"transition to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism"
fully diluted network valuation financial
"purchase price of $0.30 per ARC Token, implying a fully diluted network valuation of $3 billion"
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Understanding 8-K Material Events →
0001876042false00018760422026-06-292026-06-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2026
CIRCLE INTERNET GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware001-4267199-2840274
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

    


One World Trade Center New York, NY 10007
(332) 334-0660
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
 Title of each classTrading SymbolName of each exchange on which registered
Class A common stock, par value $0.0001 per shareCRCLNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
_______________________________________________________________________________________________________________


Item 8.01. Other Events
On June 29, 2026 and June 30, 2026, Circle Internet Group, Inc. (the “Company”) entered into token purchase agreements (each, a “Token Purchase Agreement”) with certain institutional investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 67.5 million additional ARC tokens (the “ARC Tokens”) in the second closing (the “Second Closing”) of the presale of the native coordination asset of the Company’s Arc blockchain network previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 11, 2026. The offer and sale of the ARC Tokens pursuant to the Token Purchase Agreements was conducted as a private placement exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(c) of Regulation D promulgated thereunder.

Pursuant to the terms of each Token Purchase Agreement, each Investor has agreed to a lock-up restriction prohibiting the direct or indirect sale, transfer, assignment or other disposition of any ARC Tokens acquired in the private placement for a period of no less than one (1) year following the date on which the Arc network transitions to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism (such date, the “Transition Date”), with additional restrictions on transfer that may apply until the date that is four (4) years following the Transition Date.

The ARC Tokens were offered and sold at a purchase price of $0.30 per ARC Token, implying a fully diluted network valuation of $3 billion and resulting in estimated aggregate gross proceeds to the Company from the Second Closing of approximately $20.25 million. The Token Purchase Agreements and related agreements provide for repayment rights in specified circumstances, including if the ARC Tokens are not delivered or if the Arc network has not completed the transition to a Proof-of-Stake or a delegated Proof-of-Stake consensus mechanism on or before May 8, 2028, or if certain purchaser-specific legal, regulatory or compliance-related conditions are not satisfied.


Exhibit No.Description
104Cover Page Interactive Data File (embedded with 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: July 2, 2026                        By:    /s/ Sarah K. Wilson
Name:     Sarah K. Wilson
Title:     General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Circle Internet Group (CRCL) announce about its ARC token sale?

Circle Internet Group agreed to sell 67.5 million additional ARC tokens in a second presale closing. Tokens were priced at $0.30, bringing estimated gross proceeds of about $20.25 million and implying a fully diluted Arc network valuation of $3 billion.

At what price were Circle’s ARC tokens sold in the second closing?

ARC tokens were sold at $0.30 per token in the second closing. This pricing, applied to the token supply assumptions in the agreement, implies a fully diluted Arc network valuation of approximately $3 billion for the blockchain project.

How much capital did Circle Internet Group raise from the ARC token second closing?

The second closing of the ARC token presale generated estimated gross proceeds of about $20.25 million. This came from institutional investors purchasing 67.5 million ARC tokens at $0.30 each in a private placement under Regulation D Rule 506(c).

What lock-up restrictions apply to Circle’s ARC tokens sold in this private placement?

Investors agreed not to sell, transfer, or dispose of ARC tokens acquired in the deal for at least one year after the Arc network’s transition to a Proof-of-Stake or delegated Proof-of-Stake mechanism. Additional transfer limits may apply until four years after that transition.

What conditions trigger repayment rights for Circle’s ARC token investors?

Repayment rights apply if ARC tokens are not delivered, if the Arc network fails to transition to Proof-of-Stake or delegated Proof-of-Stake by May 8, 2028, or if purchaser-specific legal, regulatory, or compliance conditions outlined in the agreements are not satisfied.

Under what exemption did Circle sell ARC tokens to institutional investors?

The ARC tokens were sold as a private placement exempt from registration under the Securities Act of 1933. The transaction relied on Section 4(a)(2) and Rule 506(c) of Regulation D, which allow offerings to accredited investors with general solicitation subject to verification.

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