Circle to buy Tazapay in $400M all-stock deal
Circle Internet Group, Inc. (CRCL) agreed to acquire Singapore-based Tazapay Pte.
Rhea-AI Filing Summary
Circle Internet Group, Inc. (CRCL) agreed to acquire Singapore-based Tazapay Pte. Ltd. in an all-stock transaction valued at $400,000,000, subject to adjustments for debt, cash and transaction expenses. Circle, through subsidiary Taurus Acquisition Inc., will purchase all Tazapay shares it does not already own.
The stock consideration will be determined by dividing $400,000,000 by the 20‑day volume‑weighted average closing price of Circle’s Class A common stock before closing, with 5% of the shares held back for general indemnities and 3% for additional indemnities, released over 18 to 48 months. Circle will also grant $25,000,000 of post‑closing Incentive RSUs to Tazapay employees. The deal is subject to extensive regulatory and business conditions, including approvals (notably from the Monetary Authority of Singapore), maintenance of key employee headcount, completion of certain regulatory matters, and effectiveness of a shelf registration statement for resale of the new shares.
Tazapay contributes over $25 billion of annualized payment volume, relationships with more than 60 banking and fintech partners, and local payout rails in over 100 markets, with about 60% of its transaction volume already involving stablecoins. Circle will initially issue the shares in reliance on private‑offering exemptions and then file a prospectus supplement to permit resale of all shares issued in the acquisition.
Positive
- $400,000,000 all-stock acquisition of Tazapay brings over $25 billion in annualized payment volume, 60+ banking and fintech partners, and payout rails in 100+ markets, significantly expanding Circle’s global cross-border payments infrastructure.
- Approximately 60% of Tazapay’s transaction volume already involves stablecoins, which strategically supports Circle’s goal of accelerating USDC adoption across global B2B payments.
- Circle plans $25,000,000 in Incentive RSUs for Tazapay employees, aligning key personnel with Circle equity and supporting retention and integration after closing.
Negative
- Closing depends on multiple regulatory approvals and conditions, including approvals from certain regulators and a requirement that at least 75% of identified employees remain, introducing execution and timing risk.
- The transaction is funded entirely with new Circle stock issued in a private offering and later registered for resale, which implies equity dilution for existing shareholders once the shares are issued.
Filing Explained
At closing, sellers would initially lack voting and economic rights in two indemnity share pools, released over six to 48 months subject to claims.
Circle’s proposed acquisition of Tazapay remains pending closing conditions, so the consideration shares have not yet been issued; if completed, part of the sellers’ stock consideration would initially be restricted from their voting and economic use.
The agreement creates a holdback equal to shares representing
A separate holdback equal to shares representing
Either party may terminate if closing has not occurred by the initial nine-month outside date, subject to specified regulatory extensions of up to 15 months; the agreement provides no termination fee.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate Consideration: $400,000,000
Indemnity Holdback Shares: 5% of Aggregate Consideration
Indemnity Additional Holdback Shares: 3% of Aggregate Consideration
+5 more
8 metrics
Aggregate Consideration
$400,000,000
Stock consideration for acquisition of Tazapay, subject to specified adjustments
Indemnity Holdback Shares
5% of Aggregate Consideration
Shares withheld at closing as primary indemnity recourse
Indemnity Additional Holdback Shares
3% of Aggregate Consideration
Additional shares withheld for specified indemnity obligations
Incentive RSUs Grant Value
$25,000,000
Restricted stock units to be granted to agreed Tazapay employees after closing
Tazapay Annualized Payment Volume
Over $25,000,000,000
Annualized payment volume contributed by Tazapay as of July 31, 2026
Banking and fintech partners
Over 60 partners
Number of Tazapay banking and fintech partners entering Circle ecosystem
Payout markets
Over 100 markets
Local payout rails provided by Tazapay across global markets
Employee retention condition
75% of identified employees
Minimum proportion of certain employees required to remain at Tazapay for closing
Key Terms
Aggregate Consideration, Indemnity Holdback Shares, Indemnity Additional Holdback Shares, representations and warranties insurance policy, +2 more
6 terms
Aggregate Consideration financial
"The aggregate consideration to be paid by Purchaser in the Transaction (the “Aggregate Consideration”)"
representations and warranties insurance policy regulatory
"Purchaser entered into a binder agreement with respect to a buyer-side representations and warranties insurance policy"
Shelf Registration Statement regulatory
"file a prospectus supplement to the Shelf Registration Statement filed on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Regulation S regulatory
"in reliance on the exemption from registration provided by Section 4(a)(2) and Rule 506(b) and Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
FAQ
What acquisition did Circle Internet Group (CRCL) announce involving Tazapay?
Circle agreed to acquire Tazapay Pte. Ltd. in an all-stock deal with Aggregate Consideration of $400,000,000, adjusted for Tazapay’s debt, transaction expenses, and cash. Circle will acquire all outstanding Tazapay shares it does not already own through its subsidiary Taurus Acquisition Inc.
How will the $400 million purchase price for the Tazapay deal be paid by CRCL?
Circle will pay the $400,000,000 Aggregate Consideration in shares of its Class A common stock, calculated by dividing $400,000,000 by the 20‑day volume‑weighted average closing price before closing, rounded down to the nearest whole share.
What indemnity holdbacks are included in Circle’s acquisition of Tazapay?
At closing, Circle will withhold shares equal to 5% of the Aggregate Consideration as Indemnity Holdback Shares and 3% as Indemnity Additional Holdback Shares. These are held in reserves and released over 18 and 48 months, respectively, subject to indemnification claims.
What scale of business does Tazapay add to Circle (CRCL)?
Tazapay brings over $25 billion in annualized payment volume, more than 60 banking and fintech partners, and local payout rails in over 100 markets. About 60% of its transaction volume already includes stablecoins, complementing Circle’s USDC-focused strategy.
What conditions must be met before Circle’s Tazapay acquisition can close?
The deal requires regulatory approvals and consents, absence of prohibitive laws or orders, accuracy of representations, covenant compliance, no material adverse effect, completion of specified regulatory matters, continued employment of key senior management, and at least 75% of certain employees remaining.
What incentives will Tazapay employees receive after the Circle acquisition closes?
Following closing, Circle’s purchaser subsidiary will grant Tazapay and subsidiary employees Incentive RSUs in respect of Circle common stock with an aggregate grant date fair value of $25,000,000, vesting in eight equal quarterly installments beginning around 27 months after closing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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 class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
On September 4, 2026, Circle Internet Group, Inc., a Delaware corporation (“Circle” or the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement” and the transactions set forth in the Share Purchase Agreement, the “Transactions”) by and among Taurus Acquisition Inc., a Delaware corporation and an indirect wholly owned subsidiary of Circle (“Purchaser”), each of the persons identified as a seller on the signature pages thereto (together with any person who subsequently executes a joinder as a seller, the “Sellers”), Tazapay Pte. Ltd., a private company incorporated under the laws of Singapore (the “Target Company”), Fortis Advisors LLC, in its capacity as sellers’ representative (the “Sellers’ Representative”), and, solely for certain purposes identified in the Share Purchase Agreement, Circle in its capacity as guarantor (the “Guarantor”). Pursuant to the Share Purchase Agreement, and subject to the satisfaction or waiver of the closing conditions described below, Purchaser will purchase and acquire from the Sellers all of the issued and outstanding shares of the Target Company not already held by Purchaser or its affiliates.
Purchase Consideration
The aggregate consideration to be paid by Purchaser in the Transaction (the “Aggregate Consideration”) will be a number of shares of Circle Class A common stock, par value $0.0001 per share (“Circle Common Stock”), equal to $400,000,000 (as adjusted to account for unpaid indebtedness, Target Company transaction expenses and cash held by the Target Company and its subsidiaries), divided by the volume-weighted average closing price per share of Circle Common Stock over the 20 consecutive trading days ending on and including the trading day immediately preceding the day on which the Transactions close (the “Closing Date”), rounded down to the nearest whole share (the “Closing Stock Price”). The aggregate consideration payable at the closing of the Transactions will be reduced by (i) shares representing five percent of the Aggregate Consideration to serve as recourse for certain indemnification obligations (the “Indemnity Holdback Shares”) and (ii) shares representing three percent of the Aggregate Consideration to serve as additional recourse for certain additional indemnification obligations (the “Indemnity Additional Holdback Shares”). If any such shares are not used to provide recovery for certain damages suffered by Purchaser, they will be released to the Sellers on a pro rata basis.
Indemnity Holdback Shares
The number of Indemnity Holdback Shares is calculated by dividing the indemnity holdback amount by the Closing Stock Price, rounded to the nearest whole share. The Indemnity Holdback Shares are to be retained by Purchaser in an indemnity holdback reserve and serve as the primary source of recovery for certain indemnification claims. The Sellers have no voting or economic rights in such shares until released.
The Indemnity Holdback Shares are to be released in three installments, valued in each case using the volume-weighted average closing price per share of Circle Common Stock as reported on the New York Stock Exchange (NYSE) for the 20 consecutive trading days ending on (and including) the trading day immediately preceding the applicable release date: one-third of the Indemnity Holdback Shares on each of the six-month anniversary of the Closing Date and the 12-month anniversary of the Closing Date, and the remaining balance on the 18-month anniversary of the Closing Date, in each case subject to reduction for pending or unsatisfied claims.
Indemnity Additional Holdback Shares
The number of Indemnity Additional Holdback Shares is calculated by dividing the indemnity additional holdback amount by the Closing Stock Price, rounded to the nearest whole share. The Indemnity Additional Holdback Shares are to be retained by Purchaser in an indemnity additional holdback reserve and serve as the primary source of recovery for certain additional indemnification claims. The Sellers have no voting or economic rights in such shares until released.
The Indemnity Additional Holdback Shares are to be released in four installments, valued in each case using the volume-weighted average closing price per share of Circle Common Stock as reported on the New York Stock Exchange (NYSE) for the 20 consecutive trading days ending on (and including) the trading day immediately preceding the applicable release date: one-fourth of the Indemnity Additional Holdback Shares on each of the 12-month anniversary of the Closing Date, the 24-month anniversary of the Closing Date, the 36-month anniversary of the Closing Date, and the remaining balance on the 48-month anniversary of the Closing Date, in each case subject to reduction for pending or unsatisfied claims.
Treatment of Equity Awards
At or prior to the Closing, all outstanding Target Company equity awards (“Equity Awards”), whether vested or unvested, will be cancelled and converted into the applicable portion of the Aggregate Consideration in the form of restricted shares of Circle Common Stock, subject to the terms of the applicable restricted stock agreements. Each holder of Equity Awards (and each Seller who is also a member of Target Company management) will enter into a restricted stock agreement prior to or at the Closing.
Representations and Warranties
The Share Purchase Agreement contains customary representations and warranties from the Sellers, the Target Company, Purchaser and the Guarantor, including as to organization, capitalization and title to shares, authority and enforceability, financial statements, litigation, material contracts, tax matters, employee benefits, intellectual property and data security, and compliance with laws and licenses and permits (including payment services, money transmission, stablecoin activities, anti-money laundering, anti-bribery, sanctions and trade controls).
Survival of Representations and Warranties; Indemnification
The representations and warranties of the Sellers, the Target Company and the Equity Award Holders survive for specified periods following the Closing. The Share Purchase Agreement contains certain indemnification provisions subject to specified limitations, including a basket, caps and exclusive remedy provisions.
Representations and Warranties Insurance
Concurrently with the execution and delivery of the Share Purchase Agreement, Purchaser entered into a binder agreement with respect to a buyer-side representations and warranties insurance policy (the “RWI Policy”). The RWI Policy is generally the exclusive source of recovery for claims for breaches of representations and warranties, except in cases of fraud and for other indemnification obligations specifically identified in the Share Purchase Agreement, including items not otherwise covered by the RWI Policy and certain other specifically identified indemnities.
Interim Operating Covenants
During the period from the date of the Share Purchase Agreement until the earlier of the Closing or the termination of the Share Purchase Agreement, the Target Company has agreed to customary interim operating covenants, including conducting its business in the ordinary course and not taking certain actions without Purchaser’s consent.
Regulatory and Efforts Covenants
The parties have agreed to use reasonable efforts to consummate the Transactions as promptly as practicable and to cooperate in making any required regulatory filings and obtaining applicable consents.
Employee Benefits Covenants; Incentive RSUs
Following the closing of the Transactions, Purchaser will grant awards of restricted stock units in respect of Circle Common Stock having an aggregate grant date fair value of $25,000,000 (the “Incentive RSUs”) to agreed employees of the Target Company and its subsidiaries. Each Incentive RSU award will vest in eight equal quarterly installments, beginning on the standard quarterly vesting date closest to the date that is 27 months following the Closing Date.
Conditions to Closing
The obligations of Purchaser and the Sellers to consummate the Transactions are subject to customary closing conditions, including filings with or the receipt of required approvals from certain regulators and related consents, the absence of laws or orders prohibiting the Transactions, the accuracy of the parties’ representations and warranties (subject to applicable materiality standards), compliance with their respective covenants, the absence of a material adverse effect, no less than 75% of certain identified employees remaining employed at the Target Company, as well the continued employment of certain members of senior management, completion of certain regulatory matters, effectiveness of the shelf registration statement, and delivery of specified closing deliverables.
Termination
The Share Purchase Agreement contains customary termination rights, including termination: (i) by mutual written consent; and (ii) by either party if the Closing has not occurred by the initial nine-month outside date (subject to possible extensions not to exceed 15 months if specified regulatory clearances remain outstanding) for outstanding regulatory matters, for an uncured material breach, or if a law, order or other regulatory impediment prohibits consummation of the Transactions. The Share Purchase Agreement is also terminable by Purchaser in the event of the failure to satisfy certain regulatory-related conditions or the occurrence of certain adverse developments in regard to the regulation of the Target Company.
The Share Purchase Agreement does not provide for any termination fee payable by the Sellers or Purchaser upon termination.
Following termination, the Share Purchase Agreement becomes void and generally imposes no further liability, except for willful and material breaches or fraud and provisions that expressly survive termination, including confidentiality.
Resale Registration
In connection with the Closing, Circle will be required to file a prospectus supplement to the Shelf Registration Statement filed on Form S-3 on August 5, 2026, which will provide for the resale of all shares of Circle Common Stock issued to the Sellers and Equity Award Holders as Aggregate Consideration on the Closing Date. Circle will use its commercially reasonable efforts to keep the registration statement effective until the shares issued in the Transaction have been sold or no longer require registration. Circle may suspend use of such prospectus supplement under specified circumstances for periods not to exceed 60 consecutive days at one time or 120 days in the aggregate in any 12-month period.
Remedies; Specific Performance
Each party is entitled to specific performance or injunctive relief to prevent or remedy a breach of the Share Purchase Agreement, without the need to post any bond or to prove that monetary damages would be inadequate, in addition to any other remedy at law or in equity.
Additional Information
The foregoing description of the Transactions and the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
A copy of the Share Purchase Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about the Target Company or the Company. The Share Purchase Agreement contains representations, warranties, covenants, and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Share Purchase Agreement reflect negotiations between the parties and are not intended as statements of fact to be relied upon by shareholders, or any individual or other entity other than the parties. The representations, warranties, covenants, and agreements in the Share Purchase Agreement may be subject to limitations agreed to by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Share Purchase Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Share Purchase Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Share Purchase Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 of this Current Report on Form 8-K with respect to the Share Purchase Agreement is incorporated herein by reference. The shares of Circle Common Stock to be issued as Aggregate Consideration (including the Indemnity Holdback Shares and the Indemnity Additional Holdback Shares) will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder (with respect to U.S. Persons) and Regulation S under the Securities Act (with respect to non-U.S. Persons).
Item 7.01. Regulation FD Disclosure.
On September 8, 2026, Circle issued a press release announcing the execution of the Share Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 2.1* | Share Purchase Agreement, dated as of September 4, 2026, by and among Taurus Acquisition Inc., the Sellers, Tazapay Pte. Ltd., Fortis Advisors LLC as Sellers’ Representative, and Circle Internet Group, Inc | ||||
| 99.1 | Press Release issued by Circle Internet Group, Inc., dated September 8, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||||
* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include statements regarding the proposed acquisition of the Target Company, the satisfaction of closing conditions, the anticipated timing of closing, anticipated financial performance, and our industry, business strategy, plans, goals, market position, future operations, regulatory developments and other financial and operating information. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, uncertainties as to the timing and consummation of the proposed acquisition and the ability of the parties to consummate the proposed acquisition; the satisfaction of the conditions precedent to closing, including receipt of required regulatory approvals; any litigation related to the proposed acquisition; disruption of the Company’s or the Target Company’s current plans and operations as a result of the proposed acquisition; the ability of the Company or the Target Company to retain and hire key personnel; competitive responses to the proposed acquisition; unexpected costs, charges or expenses resulting from the proposed acquisition; the ability of the Company to successfully integrate the Target Company’s operations and implement its plans, forecasts and other expectations with respect to the Target Company’s business; and the ability to maintain relationships with the Company’s and the Target Company’s respective employees, customers, other business partners and governmental authorities. These and other important factors are discussed under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, filed with the SEC, and in its subsequent filings with the SEC.
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: September 8, 2026 By: /s/ Sarah K. Wilson
Name: Sarah K. Wilson
Title: General Counsel and Corporate Secretary
Circle Expands Global Payments Infrastructure with Agreement to Acquire Singapore-based Cross-Border Payments Platform, Tazapay Proposed acquisition will bring 60+ banking and fintech partners, 100+ payout markets into the Circle ecosystem, accelerating USDC distribution at scale NEW YORK AND SINGAPORE, SEPTEMBER 8, 2026 — Circle Internet Group, Inc. (NYSE: CRCL), the global financial technology firm and issuer of USDC today announced it has signed a definitive agreement to acquire Tazapay, a Singapore-headquartered B2B cross-border payments infrastructure company focused on serving payment service providers and financial institutions. The deal is expected to close in 2027, subject to customary closing conditions and receipt of regulatory approvals, including approval from the Monetary Authority of Singapore. "Stablecoin settlement is becoming core infrastructure in the global economy and combining USDC with Tazapay’s world-class banking relationships, local payout rails, and institutional customer base will accelerate worldwide USDC adoption,” said Jeremy Allaire, Co-Founder, CEO, and Chairman at Circle. “Tazapay has been a design partner for Circle Payments Network since 2025 and we share a deep alignment. We are excited to bring the team in-house and work together towards accelerating Circle's mission.” The acquisition will accelerate Circle's mission to build the infrastructure layer for global digital finance. Tazapay brings over $25 billion of annualized payment volume, 60+ banking and fintech partners, local payout rails covering over 100 markets, adding scale to Circle’s payments infrastructure1. Approximately 60% of Tazapay's transaction volume already includes stablecoins2. "Tazapay brings deep payment infrastructure across APAC and emerging markets, where we see increasing demand for USDC-denominated transactions. This acquisition will increase Circle’s capability to originate and terminate payments globally, near-instant and 24/7, which is a meaningful step toward making USDC the default payment rail for cross-border commerce," said Irfan Ganchi, Senior Vice President of Payments at Circle. "Combined with Circle's existing network, Tazapay extends our coverage to move money anywhere stablecoin payments are being adopted globally." “We built Tazapay to make payments faster, remove friction, and streamline dependency on banking rails that don’t operate at the speed of global commerce. Circle has the dollar infrastructure in USDC and the regulatory standing to take what we've built further than we could alone. That's what makes this the right move and what we're focused on delivering together," said Rahul Shinghal, Co-Founder and CEO of Tazapay. Tazapay customers can expect no disruption to their service, APIs, pricing, or support. ### 2 Stablecoin services are provided by Tazapay Canada Corp., a registered Money Services Business (MSB) under FINTRAC-CANAFE (Registration number M21439799). Tazapay stablecoin services are limited to facilitating payments and conversions (onramp/offramp). Tazapay does not provide financial, investment, or advisory services related to Stablecoins. 1 As of July 31, 2026
Forward-Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include statements regarding the proposed acquisition, the satisfaction of closing conditions, the anticipated timing of closing, anticipated financial performance, and our industry, business strategy, plans, goals, market position, future operations, regulatory developments and other financial and operating information. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, uncertainties as to the timing and consummation of the proposed acquisition and the ability of the parties to consummate the proposed acquisition; the satisfaction of the conditions precedent to closing, including receipt of required regulatory approvals; any litigation related to the proposed acquisition; disruption of our or Tazapay’s current plans and operations as a result of the proposed acquisition; our ability or Tazapay’s to retain and hire key personnel; competitive responses to the proposed acquisition; unexpected costs, charges or expenses resulting from the proposed acquisition; our ability to successfully integrate Tazapay’s operations and implement its plans, forecasts and other expectations with respect to Tazapay’s business; and the ability to maintain relationships with our and Tazapay’s respective employees, customers, other business partners and governmental authorities. These and other important factors are discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, filed with the SEC, and in our subsequent filings with the SEC. About Circle Internet Group (Circle) Circle (NYSE: CRCL) is one of the world’s leading internet financial platform companies, building the foundation of a more open, global economy through programmable blockchain infrastructure, digital assets, and payment applications. Circle’s platform includes the world’s largest stablecoin network anchored by USDC, Circle Payments Network for global money movement, and Arc, an enterprise-grade blockchain designed to become the Economic OS for the internet. Enterprises, financial institutions, and developers use Circle to power trusted, internet-scale financial innovation. Press: press@circle.com