Circle Internet Group has entered into a definitive agreement to acquire Singapore-based cross-border payments platform Tazapay in a $400 million all-stock transaction. The agreement was executed on September 4 through Taurus Acquisition, a fully owned subsidiary of Circle, and was disclosed in a Form 8-K filing with the Securities and Exchange Commission.
Under the terms of the deal, the $400 million purchase price will be settled entirely through Circle Class A common stock, with share quantities calculated using Circle's volume-weighted average closing price over the 20 trading days preceding the transaction completion. The purchase price includes provisions for adjustments related to outstanding debt, cash on hand, and transaction expenses. Additionally, Circle will hold back 5% of the stock for indemnification purposes and another 3% for supplementary claims, with the holdbacks releasing progressively over periods extending up to four years. Circle also intends to issue $25 million in restricted stock units to designated Tazapay personnel following the deal's completion.
Following the announcement, shares of CRCL declined 5.8% on Tuesday to finish at $96.18, and traded around $99.30 by Wednesday.
Tazapay operates a network connecting payment providers and financial institutions through more than 60 banking and fintech infrastructure partners, offering payout capabilities across over 100 international markets. The platform currently handles over $25 billion in annualized payment volume, with roughly 60% of those transactions utilizing stablecoin technology. Tazapay holds licenses or regulatory registrations in Singapore, Canada, Australia, and the United States, and is pursuing further authorizations in the European Union, Hong Kong, and the United Arab Emirates.
Prior to the acquisition agreement, Tazapay served as a design partner within the Circle Payments Network starting in 2025, and Circle Ventures previously held an investment position in the company. Other Tazapay investors include Ripple, Peak XV Partners, and GMO VenturePartners.
The transaction represents Circle's largest acquisition since its purchase of cryptocurrency exchange Poloniex in 2018. Completion of the Tazapay acquisition is anticipated in 2027, subject to clearance from the Monetary Authority of Singapore and other standard regulatory approvals. Both parties retain termination rights if the closing does not occur within nine months, with provisions allowing for an extension up to 15 months.
