Source: cryptoslate
Translation: Blockchain Knight
According to a filing submitted to the U.S. Securities and Exchange Commission (SEC) on April 1, Circle has officially filed an S-1 application for an initial public offering (IPO).
Circle, the issuer of USDC, plans to list its Class A common stock on the New York Stock Exchange under the ticker symbol "CRCL."
According to the prospectus, Circle will offer an undisclosed number of Class A common shares, while certain existing shareholders will also register shares for sale. The expected price range per share has not yet been determined.
Proceeds from the sale of shares by Circle will belong to the company, while proceeds from the sale of shares by existing shareholders will not belong to the company. Underwriters led by JPMorgan Chase and Citigroup have a 30-day option to purchase additional shares to cover over-allotments.
The financial data included in this filing provides the most detailed view of Circle's recent performance.
For the fiscal year ending December 31, 2023, the company reported total revenue and reserve income of $1.68 billion, up from $1.45 billion in 2023 and $772 million in 2022.
Most of the revenue in 2024 is expected to come from interest reserve income related to USDC-backed assets. Total operating expenses for 2024 are projected to be $491.7 million, with the majority allocated to compensation ($263.4 million), general and administrative expenses ($137.3 million), and information technology infrastructure ($27.1 million).
Net income from continuing operations for 2024 is projected to be $156.9 million, down from $271.5 million in 2023, but a significant improvement from the $761.8 million loss in 2022. Adjusted EBITDA for 2024 is expected to be $284.9 million.
Circle also recorded a loss and impairment of $4.3 million in digital assets and reported $5.44 million in other income, primarily from earnings unrelated to its core business.
The registration draft has not yet determined the company's weighted average shares outstanding and earnings per share figures.
As stated in the prospectus, Circle plans to use the proceeds from the IPO for general corporate purposes, including product development, working capital, business expansion, and potential acquisitions. The timeline for IPO pricing and share allocation has not been disclosed.
After the listing, the company will adopt a three-tiered equity structure. Each Class A share offered in the IPO will have one vote per share. Class B shares held by co-founders Jeremy Allaire and Patrick Sean Neville will have five votes per share, but the total voting power is capped at 30%.
Class C shares have no voting rights and can be converted under specific circumstances. Class B shares convert to Class A shares when transferred beyond permitted channels.
This structure ensures that Circle will not be classified as a "controlled company" under the governance rules of the New York Stock Exchange after the listing.
Prior to this filing, Circle's listing plans had been delayed multiple times, including the termination of a merger with a special purpose acquisition company (SPAC) in 2021. This issuance represents its first attempt at a traditional IPO.
The document confirms that Circle's shares have not previously been available on the public market. The company's listing plans come at a time of increasing stablecoin adoption and growing interest from regulators in digital dollar infrastructure.
Circle's IPO is still subject to regulatory review and market conditions. Pricing details, including the number of shares and per-share valuation, will be disclosed in updated filings prior to the listing date.
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