Circle Internet Group (NYSE: CRCL) shares traded near $91 in Thursday premarket trading after closing Wednesday at $91.72, down 3.03%. Two September transactions highlight how much equity Circle has issued — and may still issue — under separate deal structures.
No reliable evidence links CRCL’s latest decline to Circle’s pending deal to acquire Tazapay. Current stock weakness provides market context for the share-count mechanics of Circle’s recent Binance investment and its approximately $400 million agreement to acquire Tazapay.
Meanwhile, Circle Internet Group Tokenized bStocks (CRCLB), a tokenized instrument providing economic exposure to Circle shares, was trading at $90.95, down 1.79% over the previous 24 hours.
Circle has already issued Binance 1,237,011 Class A shares for a $100 million investment at a fixed price of $80.84 per share. The Tazapay deal instead uses a variable share count tied to CRCL’s pre-closing VWAP and remains subject to a post-closing purchase-price adjustment.
Binance Added 1.24 Million CRCL Shares at a Fixed Price
Circle issued Binance 1,237,011 Class A shares on Sept. 17 for $100 million at $80.84 each. Circle said the purchase price represented a 5% discount to CRCL’s market price before closing. The private placement closed around the same time as the companies entered into an expanded five-year commercial agreement.
Because that transaction has closed, the Binance share count is fixed, and the shares have already been issued.
Binance also agreed to restrictions on selling, transferring, pledging, or hedging the shares until the earlier of the second anniversary of closing or certain termination events under the commercial agreement, subject to customary exceptions. Binance retains voting rights during that period.
Tazapay Could Require More Shares if CRCL’s Closing VWAP Is Lower
Circle’s agreement to acquire Tazapay uses a floating share-count structure.
The transaction carries a $400 million base purchase price, subject to adjustments including Tazapay debt, transaction expenses, and cash. Circle will pay the adjusted acquisition consideration in Class A common stock. Circle’s 8-K states that the aggregate consideration will consist of a number of Class A shares calculated using the adjusted purchase price and the Closing Stock Price.
The agreement defines the “Closing Stock Price” as CRCL’s volume-weighted average closing price on the NYSE over the 20 consecutive trading days ending with the trading day immediately before closing. A lower applicable price would require more shares for a given dollar consideration, while a higher price would require fewer.
At least five business days before closing, Tazapay must deliver an Estimated Closing Date Statement that produces the Estimated Purchase Price. No later than 90 days after closing, Circle’s acquisition subsidiary must deliver a Closing Date Statement calculating the Purchase Price, after which the agreement provides for a dispute process if the parties disagree with the calculation.
The agreement also provides for a post-closing purchase-price true-up. A downward adjustment can be satisfied by cancelling shares in the indemnity holdback reserve or transferring them out of that reserve, while an upward adjustment requires additional Circle shares.
Thursday’s CRCL price does not determine the acquisition share count. Circle expects the transaction to close in 2027, subject to regulatory approvals and other closing conditions.
A $90.80 VWAP Would Require About 405,000 More Shares Than $100
The share-count sensitivity can be shown using illustrative prices.
If the adjusted Tazapay consideration were exactly $400 million and the applicable Closing Stock Price were $100, Circle would issue about 4.00 million shares.
At a hypothetical $90.80 Closing Stock Price, the same $400 million consideration would require approximately 4.405 million shares, or about 405,000 additional shares.
Those figures are illustrations only. The initial closing share count will depend on the applicable CRCL VWAP and the Estimated Purchase Price, while the final amount remains subject to the agreement’s post-closing true-up process.
The agreement also provides for 5% and 3% indemnity holdbacks. Shares representing those amounts are to be placed in separate holdback reserves, and sellers will not have voting or economic rights in those shares until they are released. The holdbacks form part of the aggregate share consideration rather than additional purchase price.
Combined Equity Issuance Could Exceed 5 Million Shares in Illustrative Scenarios
As of July 30, Circle reported 234,685,190 Class A shares outstanding. Class B shares outstanding totaled 19,190,691. Together, the two classes represented 253,875,881 shares. This historical share count should not be used as a current fully diluted denominator.
Binance’s 1.237 million newly issued shares equal approximately 0.49% of that July 30 share base.
If Circle were to issue 4.00 million shares for Tazapay at the illustrative $100 price, the Binance issuance and hypothetical Tazapay issuance would total about 5.24 million shares, representing roughly 2.06% of the July 30 share count.
At the illustrative $90.80 price, the combined amount would rise to about 5.64 million shares, or approximately 2.22% of that historical base.
Those percentages do not reflect dilution that has already occurred. Only the Binance shares have been issued. The Tazapay shares remain contingent on closing, and Circle’s outstanding share count may change before then through equity awards, option exercises, vesting, or other transactions.
Tazapay Deal Also Includes a $25 Million RSU Pool
The acquisition agreement provides for a separate $25 million restricted-stock-unit program for certain Tazapay employees selected by mutual agreement before closing.
Within 45 days after closing, Circle’s acquisition subsidiary must grant the awards, with the number of underlying shares determined using the same Closing Stock Price applied to the transaction consideration.
At an illustrative $100 Closing Stock Price, $25 million would correspond to about 250,000 RSUs. At $90.80, it would correspond to approximately 275,000.
The RSUs are separate from the acquisition consideration and are not shares already outstanding. The awards vest in eight equal quarterly installments, with the first 12.5% installment scheduled for the standard quarterly vesting date closest to 27 months after the acquisition closes.
Final Tazapay Share Count Will Depend on CRCL’s Pre-Closing VWAP
Binance’s equity issuance is already fixed at 1,237,011 shares. Tazapay’s share count, by contrast, will depend on the Estimated Purchase Price and CRCL’s 20-trading-day volume-weighted average closing price immediately before closing and may subsequently change through the agreement’s post-closing purchase-price true-up.
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