SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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 K3 00000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/04/2025	3. Issuer Name and Ticker or Trading Symbol Circle Internet Group, Inc. [ CRCL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,430,997	I	See footnotes(1)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(3)	(3)	Class A Common Stock	6,908,404	(3)	D(2)(6)
Series D Preferred Stock	(4)	(4)	Class A Common Stock	1,690,306	(4)	D(2)(6)
Series D Preferred Stock	(4)	(4)	Class A Common Stock	9,548,476	(4)	I	See footnotes(1)(6)
Series E Preferred Stock	(5)	(5)	Class A Common Stock	3,696,857	(5)	I	See footnotes(1)(6)

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 K3 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* IDG-Accel China Capital GP II Associates Ltd. (Last) (First) (Middle) ROOM 5505, 55/F, THE CENTER 99 QUEEN'S ROAD, CENTRAL (Street) HONG KONG K3 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wide Palace Ltd (Last) (First) (Middle) ROOM 5505, 55/F, THE CENTER 99 QUEEN'S ROAD, CENTRAL (Street) HONG KONG K3 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* IDG China Capital Fund GP III Associates Ltd. (Last) (First) (Middle) ROOM 5505, 55/F, THE CENTER 99 QUEEN'S ROAD, CENTRAL (Street) HONG KONG K3 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ho Chi Sing (Last) (First) (Middle) ROOM 5505, 55/F, THE CENTER 99 QUEEN'S ROAD, CENTRAL (Street) HONG KONG K3 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zhou Quan (Last) (First) (Middle) ROOM 5505, 55/F, THE CENTER 99 QUEEN'S ROAD, CENTRAL (Street) HONG KONG K3 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. The Series C Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. The Issuer's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") will become effective immediately prior to the closing of the Issuer's initial public offering, pursuant to which, each share of Series C Preferred Stock that is outstanding as of immediately prior to that time will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

4. The Series D Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series D Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

5. The Series E Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series E Preferred Stock that is outstanding as of immediately prior to the effectiveness of the Amended and Restated Certificate of Incorporation will automatically be reclassified, on a one-for-one basis, into a share of Class A Common Stock.

6. 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 Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

	Chuang Xi Capital Limited, By: /s/ Quan Zhou, Authorized Signatory	06/04/2025
	IDG-Accel China Capital GP II Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory	06/04/2025
	Wide Palace Limited, By: /s/ Quan Zhou, Authorized Signatory	06/04/2025
	IDG China Capital Fund GP III Associates Ltd., By: /s/ Quan Zhou, Authorized Signatory	06/04/2025
	Chi Sing Ho, /s/ Chi Sing Ho	06/04/2025
	Quan Zhou, /s/ Quan Zhou	06/04/2025
	** Signature of Reporting Person	Date
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