SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Chuang Xi Capital Ltd

(Last)

(First)

(Middle)

ROOM 5505, 55/F, THE CENTER

99 QUEEN'S ROAD, CENTRAL

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/06/2025		J⁽¹⁾		6,908,404	A	⁽¹⁾	6,908,404	D ⁽⁴⁾ ⁽⁷⁾
Class A Common Stock	06/06/2025		J⁽²⁾		1,690,306	A	⁽²⁾	8,598,710	D ⁽⁴⁾ ⁽⁷⁾
Class A Common Stock	06/06/2025		J⁽²⁾		9,548,476	A	⁽²⁾	10,979,473	I	See Footnotes ⁽⁵⁾ ⁽⁷⁾
Class A Common Stock	06/06/2025		J⁽³⁾		3,696,857	A	⁽³⁾	14,676,330	I	See Footnotes ⁽⁵⁾ ⁽⁷⁾
Class A Common Stock	06/06/2025		S		859,871 ⁽⁶⁾	D	$ 29.295 ⁽⁶⁾	7,738,839	D ⁽⁴⁾ ⁽⁷⁾
Class A Common Stock	06/06/2025		S		1,467,633 ⁽⁶⁾	D	$ 29.295 ⁽⁶⁾	13,208,697	I	See Footnotes ⁽⁵⁾ ⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	06/06/2025		J⁽¹⁾			6,908,404	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,908,404	$ 0	0	D ⁽⁴⁾ ⁽⁷⁾
Series D Preferred Stock	⁽²⁾	06/06/2025		J⁽²⁾			1,690,306	⁽²⁾	⁽²⁾	Class A Common Stock	1,690,306	$ 0	0	D ⁽⁴⁾ ⁽⁷⁾
Series D Preferred Stock	⁽²⁾	06/06/2025		J⁽²⁾			9,548,476	⁽²⁾	⁽²⁾	Class A Common Stock	9,548,476	$ 0	0	I	See Footnotes ⁽⁵⁾ ⁽⁷⁾
Series E Preferred Stock	⁽³⁾	06/06/2025		J⁽³⁾			3,696,857	⁽³⁾	⁽³⁾	Class A Common Stock	3,696,857	$ 0	0	I	See Footnotes ⁽⁵⁾ ⁽⁷⁾

Explanation of Responses:

1. The Series C Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") became effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that was outstanding as of immediately prior to that time was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-7 thereunder.

2. The Series D Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. Each share of Series D Preferred Stock that was outstanding immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.

3. The Series E Preferred Stock was convertible into Class A Common Stock on a one-for-one basis and had no expiration date. Each share of Series E Preferred Stock that was outstanding immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation was automatically reclassified, on a one-for-one basis, into a share of Class A Common Stock in a reclassification exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-7.

4. These securities are directly held by Chuang Xi Capital Limited ("Chuang Xi") and may be deemed to be indirectly beneficially owned by the other reporting persons. IDG-Accel China Capital GP II Associates Ltd. ("IDG Capital II GP") is the ultimate general partner of the holding entities of Chuang Xi. Chi Sing Ho and Quan Zhou are directors and shareholders of IDG Capital II GP.

5. These securities are directly held by Wide Palace Limited ("Wide Palace") and may be deemed to be indirectly beneficially owned by the other reporting persons. IDG China Capital Fund GP III Associates Ltd. ("IDG Capital III GP") is the ultimate general partner of the holding entities of Wide Palace. Chi Sing Ho and Quan Zhou are directors and shareholders of IDG Capital III GP.

6. These securities were sold in the secondary offering which occurred in conjunction with the Issuer's initial public offering at a price per share of $29.295. This amount represents the initial public offering price of $31.00 per share less the underwriting discount of $1.705 per share.

7. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). The filing of this statement by the reporting persons shall not be deemed an admission that such persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.

	Chuang Xi Capital Limited, By: /s/ Quan Zhou, Authorized Signatory	06/10/2025
	** Signature of Reporting Person	Date
	IDG-Accel China Capital GP II Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory	06/10/2025
	** Signature of Reporting Person	Date
	Wide Palace Limited, By: /s/ Quan Zhou, Authorized Signatory	06/10/2025
	** Signature of Reporting Person	Date
	IDG China Capital Fund GP III Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory	06/10/2025
	** Signature of Reporting Person	Date
	Chi Sing Ho, /s/ Chi Sing Ho	06/10/2025
	** Signature of Reporting Person	Date
	Quan Zhou, /s/ Quan Zhou	06/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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