Circle Internet Group (NYSE: CRCL) signed a definitive agreement to acquire Singapore-based B2B cross-border payments firm Tazapay Pte. Ltd., according to a company press release dated September 8, 2026 and a Form 8-K filed the same day with the US Securities and Exchange Commission.
The Share Purchase Agreement is dated September 4, 2026. Buyer is Taurus Acquisition Inc., an indirect wholly owned Circle subsidiary. Aggregate consideration is a number of Circle Class A common shares equal to $400,000,000, adjusted for unpaid indebtedness, target transaction expenses and cash, then divided by the volume-weighted average closing price over the 20 consecutive trading days ending on the trading day immediately before close, rounded down to whole shares. Portions of the stock consideration are held back for indemnification: 5% as primary indemnity holdback and 3% as additional indemnity holdback, released on staged schedules after closing if unused for claims.
Circle said the transaction is expected to close in 2027, subject to customary conditions and regulatory approvals, including approval from the Monetary Authority of Singapore. The 8-K also lists conditions such as no law or order blocking the deal, accuracy of representations, covenant compliance, absence of a material adverse effect, retention of at least 75% of certain identified employees plus continued employment of specified senior managers, completion of certain regulatory matters, effectiveness of a shelf registration for resale of the issued shares, and delivery of closing documents. The initial outside date is nine months, with possible extensions not to exceed 15 months if specified regulatory clearances remain outstanding. The agreement provides no termination fee.
Per Circle’s announcement, metrics as of July 31, 2026 show Tazapay with more than $25 billion in annualized payment volume, more than 60 banking and fintech partners, and local payout rails covering more than 100 markets. About 60% of Tazapay’s transaction volume already includes stablecoins. Tazapay has been a design partner for the Circle Payments Network since 2025. Circle said Tazapay customers should see no disruption to services, APIs, pricing or support.
After closing, Circle plans to grant restricted stock units with $25,000,000 aggregate grant-date fair value to agreed Tazapay employees, vesting in eight equal quarterly installments beginning on the standard quarterly vesting date closest to 27 months after close. Shares issued as consideration are initially unregistered, relying on Securities Act exemptions, with Circle required at closing to file a prospectus supplement to its August 5, 2026 Form S-3 shelf for resale.
Circle Form 8-K and EX-99.1 (SEC EDGAR, filed Sep 8, 2026; SPA dated Sep 4, 2026); Circle press release Sep 8, 2026