Circle Internet Group, Inc. — Form 8-K

Circle Internet Group (via subsidiary Taurus Acquisition Inc.) is acquiring all outstanding shares of Tazapay Pte. Ltd., a Singapore-based fintech company, for a base purchase price of $400M, payable entirely in Circle Common Stock. The consideration structure includes: (a) Closing Equity Purchase Price (shares issued at closing based on 20-day VWAP), (b) Indemnity Holdback Shares (5% of Estimated Purchase Price, released over 18 months in three tranches), and (c) Indemnity Additional Holdback Shares (3% of Estimated Purchase Price, released over 48 months in four tranches). The transaction uses drag-along rights under Tazapay's shareholders' agreement to compel minority holders to sell. Sellers receive restricted stock with vesting schedules; all consideration is subject to purchase price adjustment for Indebtedness, transaction expenses, and cash position (floors: $21.5M; ceilings: $24M). Closing occurs after regulatory clearances and customary conditions are satisfied.