How much is Circle paying for Tazapay and in what form?

The aggregate consideration is $400,000,000, adjusted for unpaid indebtedness, Tazapay transaction expenses and cash held by Tazapay and its subsidiaries. It is paid in shares of Circle Class A common stock rather than cash, with the share count set by dividing the dollar amount by the 20-trading-day VWAP ending on the trading day before closing.

How much of the purchase price is held back, and when is it released?

Shares representing 5% of the aggregate consideration are held as Indemnity Holdback Shares, released one-third each at six and 12 months after closing and the balance at 18 months, subject to pending claims. Shares representing 3% are held as Indemnity Additional Holdback Shares, released in quarters at 12, 24, 36 and 48 months after closing, also subject to pending claims.

When is the deal expected to close, and what could prevent it?

The press release states the deal is expected to close in 2027, subject to customary closing conditions and regulatory approvals, including approval from the Monetary Authority of Singapore. Closing also depends on no material adverse effect, retention of at least 75% of certain identified employees and continued employment of certain senior management. Either party may terminate if closing has not occurred by the nine-month outside date, which can be extended to no more than 15 months while specified regulatory clearances are outstanding.

Is there a termination fee if the deal falls apart?

No. The Share Purchase Agreement does not provide for any termination fee payable by the sellers or the purchaser. After termination, the agreement generally imposes no further liability, except for willful and material breaches, fraud and provisions that expressly survive, including confidentiality.

Will investors be able to sell the shares issued in this deal?

The shares will initially not be registered under the Securities Act. In connection with closing, Circle will file a prospectus supplement to its August 5, 2026 Form S-3 covering resale of all shares issued to the sellers and equity award holders. Circle will use commercially reasonable efforts to keep the registration effective and may suspend use of the prospectus for up to 60 consecutive days at a time or 120 days in aggregate in any 12-month period.

CRCL 8-K: Material Agreements & Securities & Listing

01—Abstract

Summary

Summary of the 8-K filed September 8, 2026. Cited figures are marked; the original filing is the authoritative source.

On September 8, 2026, Circle Internet Group, Inc. (NYSE: CRCL) announced that on September 4, 2026 it entered into a Share Purchase Agreement under which its indirect wholly owned subsidiary, Taurus Acquisition Inc., will acquire all outstanding shares of Singapore-based Tazapay Pte.

Ltd. not already held by Purchaser or its affiliates. The aggregate consideration is $400,000,000^a (adjusted for unpaid indebtedness, Target Company transaction expenses and cash held by the Target Company and its subsidiaries), payable in Circle Class A common stock, with the share count determined by dividing that amount by the 20-day volume-weighted average closing price ending the trading day before closing. A portion of the consideration is held back as recourse for indemnification: shares representing 5% of the aggregate consideration (Indemnity Holdback Shares, released in installments at 6, 12 and 18 months) and shares representing 3% (Indemnity Additional Holdback Shares, released in installments at 12, 24, 36 and 48 months).

Circle also agreed to grant restricted stock units with an aggregate grant date fair value of $25,000,000^b to agreed Tazapay employees following closing. The company's press release states the deal is expected to close in 2027, subject to closing conditions and regulatory approvals, including from the Monetary Authority of Singapore. The agreement has a nine-month initial outside date, extendable up to 15 months, and does not provide for any termination fee.

The filing states that Tazapay brings over $25 billion^c of annualized payment volume, 60+ banking and fintech partners and local payout rails covering over 100 markets, and that approximately 60% of its transaction volume already includes stablecoins. The shares to be issued will initially be unregistered under Section 4(a)(2) and Regulation D or Regulation S, and Circle must file a prospectus supplement to its August 5, 2026 Form S-3 to provide for their resale at closing.

02—Key points

Key Highlights

Agreement to acquire Tazapay Pte. Ltd., a Singapore-based B2B cross-border payments infrastructure company, for $400,000,000 in Circle Class A common stock, subject to adjustments
Consideration share count is set by a 20-trading-day VWAP ending the day before closing, so the number of shares issued depends on the share price at that time
Indemnity holdbacks of 5% (released over 6, 12 and 18 months) and 3% (released over 12 to 48 months) of aggregate consideration, with a buyer-side R&W insurance policy as the primary recourse for representation breaches
$25,000,000 grant date fair value of Incentive RSUs to agreed Tazapay employees, vesting over eight quarterly installments beginning about 27 months after closing
Tazapay reported over $25 billion of annualized payment volume, 60+ banking and fintech partners and payout rails covering 100+ markets (as of July 31, 2026, per the press release)
Closing expected in 2027, conditioned on regulatory approvals including the Monetary Authority of Singapore; initial nine-month outside date, extendable up to 15 months, and no termination fee
Shares to be issued are initially unregistered and Circle must file a resale prospectus supplement to its August 5, 2026 Form S-3 at closing

03—Questions

Frequently Asked Questions

How much is Circle paying for Tazapay and in what form?
The aggregate consideration is $400,000,000, adjusted for unpaid indebtedness, Tazapay transaction expenses and cash held by Tazapay and its subsidiaries. It is paid in shares of Circle Class A common stock rather than cash, with the share count set by dividing the dollar amount by the 20-trading-day VWAP ending on the trading day before closing.
How much of the purchase price is held back, and when is it released?
Shares representing 5% of the aggregate consideration are held as Indemnity Holdback Shares, released one-third each at six and 12 months after closing and the balance at 18 months, subject to pending claims. Shares representing 3% are held as Indemnity Additional Holdback Shares, released in quarters at 12, 24, 36 and 48 months after closing, also subject to pending claims.
When is the deal expected to close, and what could prevent it?
The press release states the deal is expected to close in 2027, subject to customary closing conditions and regulatory approvals, including approval from the Monetary Authority of Singapore. Closing also depends on no material adverse effect, retention of at least 75% of certain identified employees and continued employment of certain senior management. Either party may terminate if closing has not occurred by the nine-month outside date, which can be extended to no more than 15 months while specified regulatory clearances are outstanding.
Is there a termination fee if the deal falls apart?
No. The Share Purchase Agreement does not provide for any termination fee payable by the sellers or the purchaser. After termination, the agreement generally imposes no further liability, except for willful and material breaches, fraud and provisions that expressly survive, including confidentiality.
Will investors be able to sell the shares issued in this deal?
The shares will initially not be registered under the Securities Act. In connection with closing, Circle will file a prospectus supplement to its August 5, 2026 Form S-3 covering resale of all shares issued to the sellers and equity award holders. Circle will use commercially reasonable efforts to keep the registration effective and may suspend use of the prospectus for up to 60 consecutive days at a time or 120 days in aggregate in any 12-month period.

04—Continue

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