|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Circle Internet Group, Inc. (Name of Issuer) |
Class A common stock (Title of Class of Securities) |
172573107 (CUSIP Number) |
06/30/2025 (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)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
James Breyer | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,360,862.00 | ||||||||
| 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)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Breyer Capital L.L.C. | ||||||||
| 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
12,997,328.00 | ||||||||
| 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)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
The James W. Breyer 2005 Trust u/d/t March 25, 2005 | ||||||||
| 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
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,026,236.00 | ||||||||
| 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)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Circle Internet Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
One World Trade Center, New York, New York, 10007 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by James Breyer, a citizen of the United States, Breyer Capital L.L.C., a Delaware limited liability Company ("Breyer LLC"), and The James W. Breyer 2005 Trust u/t/d March 25, 2005, a trust formed under and governed by the laws of the State of Texas (the "Trust") (each a "Reporting Person" and together, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 908 West 16th Street, Austin, Texas, 78701. | |
| (c) | Citizenship:
See the responses to Item 4 of each of the cover pages and Item 2(a) above. | |
| (d) | Title of class of securities:
Class A common stock | |
| (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);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (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);
| |
| (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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Breyer LLC directly holds 12,997,328 shares of the Class A common stock of the Issuer (the "Common Stock"). Tuscany Sunrise Capital LLC, a Delaware limited liability company ("Tuscany LLC"), directly holds 334,626 shares of Common Stock. Breyer Chao Capital LLC, a Delaware limited liability company ("Breyer Chao"), directly holds 28,908 shares of Common Stock. Breyer LLC is wholly owned by the Trust and Mr. Breyer serves as President of Breyer LLC and as trustee of the Trust. Accordingly, each of the Trust and Mr. Breyer may be deemed to have voting and dispositive power over the shares of Common Stock held by Breyer LLC. The Trust owns 50% of Breyer Chao and Mr. Breyer serves as a co-Manager of Breyer Chao. Accordingly, each of the Trust and Mr. Breyer may be deemed to share voting and dispositive power over the the shares of Common Stock held by Breyer Chao. Mr. Breyer serves as Manager of Tuscancy LLC and accordingly may be deemed to have voting and dispositive power over the shares of Common Stock held by Tuscany LLC.
Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock described above (except Breyer LLC with respect to the shares that it holds directly) and neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission to the contrary. The filing of this Schedule 13G should not be construed as an admission that any of the Reporting Persons are members of a "group" for the purposes of Sections 13(g) and 13(d) of the Securities Exchange Act of 1934, as amended. | |
| (b) | Percent of class:
See the responses to Item 11 of the cover pages hereof.
Calculation is based on 207,650,578 shares of Common Stock outstanding, the number of shares of Common Stock the Issuer reported in its prospectus dated June 4, 2025 relating to its initial public offering would be outstanding immediately after the consummation of such offering, assuming the full exercise of the underwriters option to purchase additional shares. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 of the cover pages hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 of the cover pages hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 of the cover pages hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 of the cover pages hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|
Comments accompanying signature:
Exhibit 99.1 Joint Filing Agreement, dated August 12, 2025, among the Reporting Persons (filed herewith)