Circle Internet Group, Inc. entered into token purchase agreements with institutional investors on June 29 and June 30, 2026, agreeing to issue and sell 67.5 million ARC tokens in a second closing of a presale for its Arc blockchain network, according to an SEC filing.

The tokens were priced at $0.30 each, implying a fully diluted network valuation of $3 billion and generating estimated gross proceeds of approximately $20.25 million. The offering was conducted as a private placement exempt from registration under the Securities Act of 1933, pursuant to Section 4(a)(2) and Rule 506(c) of Regulation D.

Investors are subject to a lock-up restriction that prohibits the sale, transfer, assignment, or other disposition of any ARC tokens for at least one year following the date on which the Arc network transitions to a Proof-of-Stake or delegated Proof-of-Stake consensus mechanism. Additional transfer restrictions may apply for up to four years following that transition date.

The agreements include repayment rights under specified circumstances, including if the ARC tokens are not delivered, if the Arc network has not completed its transition to a Proof-of-Stake or delegated Proof-of-Stake mechanism by May 8, 2028, or if certain purchaser-specific legal, regulatory, or compliance-related conditions are not satisfied.

Circle Internet Group previously disclosed the initial presale of ARC tokens in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2026.