Form SCHEDULE 13G/A Circle Internet Group, Filed by: Chuang Xi Capital Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Circle Internet Group, Inc. (Name of Issuer) |
Class A common stock, par value US$0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Chuang Xi Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,355,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 7,285,170 shares of Class A common stock held of record by Chuang Xi Capital Limited as of June 30, 2026.
(2) The value in rows 6 and 8 represents 10,070,152 shares of Class A common stock held of record by Wide Palace Limited as of June 30, 2026. IDG China Capital Fund GP III Associates Ltd. is the ultimate general partner of the holding entities of Wide Palace Limited. IDG-Accel China Capital GP II Associates Ltd. is the ultimate general partner of the holding entities of Chuang Xi Capital Limited. Chi Sing Ho and Quan Zhou are directors and shareholders of both IDG China Capital Fund GP III Associates Ltd. and IDG-Accel China Capital GP II Associates Ltd. By virtue of such relationship, Chuang Xi Capital Limited may be deemed to have shared voting and dispositive power with respect to these shares.
(3) Percent of class represented by amount in row (9) is calculated based on 234,685,190 shares of Class A common stock outstanding as of July 30, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities Exchange and Commission on August 5, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
IDG-Accel China Capital GP II Associates Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,355,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 7,285,170 shares of Class A common stock held of record by Chuang Xi Capital Limited as of June 30, 2026. By virtue of being the ultimate general partner of the holding entities of Chuang Xi Capital Limited, IDG-Accel China Capital GP II Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares.
(2) The value in rows 6 and 8 represents 10,070,152 shares of Class A common stock held of record by Wide Palace Limited as of June 30, 2026. IDG China Capital Fund GP III Associates Ltd. is the ultimate general partner of the holding entities of Wide Palace Limited. Chi Sing Ho and Quan Zhou are directors and shareholders of both IDG China Capital Fund GP III Associates Ltd. and IDG-Accel China Capital GP II Associates Ltd. By virtue of such relationship, IDG-Accel China Capital GP II Associates Ltd. may be deemed to have shared voting and dispositive power with respect to these shares.
(3) Percent of class represented by amount in row (9) is calculated based on 234,685,190 shares of Class A common stock outstanding as of July 30, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities Exchange and Commission on August 5, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Wide Palace Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,355,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 10,070,152 shares of Class A common stock held of record by Wide Palace Limited as of June 30, 2026.
(2) The value in rows 6 and 8 represents 7,285,170 shares of Class A common stock held of record by Chuang Xi Capital Limited as of June 30, 2026. IDG-Accel China Capital GP II Associates Ltd. is the ultimate general partner of the holding entities of Chuang Xi Capital Limited. IDG China Capital Fund GP III Associates Ltd. is the ultimate general partner of the holding entities of Wide Palace Limited. Chi Sing Ho and Quan Zhou are directors and shareholders of both IDG-Accel China Capital GP II Associates Ltd. and IDG China Capital Fund GP III Associates Ltd. By virtue of such relationship, Wide Palace Limited may be deemed to have shared voting and dispositive power with respect to these shares.
(3) Percent of class represented by amount in row (9) is calculated based on 234,685,190 shares of Class A common stock outstanding as of July 30, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities Exchange and Commission on August 5, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
IDG China Capital Fund GP III Associates Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,355,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The value in rows 5 and 7 represents 10,070,152 shares of Class A common stock held of record by Wide Palace Limited as of June 30, 2026. By virtue of being the ultimate general partner of the holding entities of Wide Palace Limited, IDG China Capital Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares.
(2) The value in rows 6 and 8 represents 7,285,170 shares of Class A common stock held of record by Chuang Xi Capital Limited as of June 30, 2026. IDG-Accel China Capital GP II Associates Ltd. is the ultimate general partner of the holding entities of Chuang Xi Capital Limited. Chi Sing Ho and Quan Zhou are directors and shareholders of both IDG-Accel China Capital GP II Associates Ltd. and IDG China Capital Fund GP III Associates Ltd. By virtue of such relationship, IDG China Capital Fund GP III Associates Ltd. may be deemed to have shared voting and dispositive power with respect to these shares.
(3) Percent of class represented by amount in row (9) is calculated based on 234,685,190 shares of Class A common stock outstanding as of July 30, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities Exchange and Commission on August 5, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ho Chi Sing | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,355,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The value in rows 6 and 8 represents (i) 7,285,170 shares of Class A common stock held of record by Chuang Xi Capital Limited, and (ii) 10,070,152 shares of Class A common stock held of record by Wide Palace Limited, each as of June 30, 2026. IDG-Accel China Capital GP II Associates Ltd. is the ultimate general partner of the holding entities of Chuang Xi Capital Limited, and IDG China Capital Fund GP III Associates Ltd. is the ultimate general partner of the holding entities of Wide Palace Limited. Chi Sing Ho and Quan Zhou are directors and shareholders of both IDG-Accel China Capital GP II Associates Ltd. and IDG China Capital Fund GP III Associates Ltd. By virtue of such relationship, Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares.
(2) Percent of class represented by amount in row (9) is calculated based on 234,685,190 shares of Class A common stock outstanding as of July 30, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities Exchange and Commission on August 5, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Zhou Quan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,355,322.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The value in rows 6 and 8 represents (i) 7,285,170 shares of Class A common stock held of record by Chuang Xi Capital Limited, and (ii) 10,070,152 shares of Class A common stock held of record by Wide Palace Limited, each as of June 30, 2026. IDG-Accel China Capital GP II Associates Ltd. is the ultimate general partner of the holding entities of Chuang Xi Capital Limited, and IDG China Capital Fund GP III Associates Ltd. is the ultimate general partner of the holding entities of Wide Palace Limited. Quan Zhou and Chi Sing Ho are directors and shareholders of both IDG-Accel China Capital GP II Associates Ltd. and IDG China Capital Fund GP III Associates Ltd. By virtue of such relationship, Quan Zhou may be deemed to have shared voting and dispositive power with respect to these shares.
(2) Percent of class represented by amount in row (9) is calculated based on 234,685,190 shares of Class A common stock outstanding as of July 30, 2026, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities Exchange and Commission on August 5, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Circle Internet Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
ONE WORLD TRADE CENTER, NEW YORK, New York, 10007 | |
| Item 2. | ||
| (a) | Name of person filing:
1. Chuang Xi Capital Limited
2. IDG-Accel China Capital GP II Associates Ltd.
3. Wide Palace Limited
4. IDG China Capital Fund GP III Associates Ltd.
5. Chi Sing Ho
6. Quan Zhou | |
| (b) | Address or principal business office or, if none, residence:
For all reporting persons:
Room 5505, 55/F, The Center
99 Queen's Road, Central
Hong Kong | |
| (c) | Citizenship:
Each of Chuang Xi Capital Limited and Wide Palace Limited is organized under the laws of Hong Kong. Each of IDG-Accel China Capital GP II Associates Ltd. and IDG China Capital Fund GP III Associates Ltd. is organized under the laws of the Cayman Islands. Chi Sing Ho is a citizen of Canada. Quan Zhou is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A common stock, par value US$0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information for each reporting person contained in Items 5-9 of the cover pages is incorporated herein by reference. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest in such securities. | |
| (b) | Percent of class:
The information for each reporting person contained in Item 11 of the cover pages is incorporated herein by reference. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information for each reporting person contained in Item 5 of the cover pages is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information for each reporting person contained in Item 6 of the cover pages is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information for each reporting person contained in Item 7 of the cover pages is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information for each reporting person contained in Item 8 of the cover pages is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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