GRANT THORNTON LLP

INDEPENDENT ACCOUNTANT’S REPORT

757 Third Ave., 9th Floor
New York, NY 10017

D +1 212 599 0100

F +1 212 370 4520

Board of Directors and Management

Circle Internet Financial, LLC

We have examined management of Circle Internet Financial, LLC’s assertion that the
following information (hereafter, the “Reserve Account Information”) in the
accompanying Reserve Account Report as of May 28, 2021 at 11:59 PM Pacific Time
(“PT”) (“Report Date”) is correctly stated, based on the criteria set forth in the Reserve
Account Report.

 USD Coin (“USDC”) in Circulation1 = 22,176,182,251 USDC

 The total fair value of US dollar denominated assets held in segregated

accounts are at least equal to the USDC in Circulation at the Report Date.

Circle Internet Financial, LLC’s management is responsible for its assertions. Our
responsibility is to express an opinion on the Reserve Account Information in the
accompanying Reserve Account Report based on our examination.

Our examination was conducted in accordance with attestation standards established

by the American Institute of Certified Public Accountants. Those standards require
that we plan and perform the examination to obtain reasonable assurance about
whether the Reserve Account Information in the accompanying Reserve Account
Report are correctly stated, based on the criteria set forth in the Reserve Account
Report, in all material respects. An examination involves performing procedures to
obtain evidence about the Reserve Account Information. The nature, timing, and
extent of the procedures selected depend on our judgment, including an assessment
of the risks of material misstatement of the Reserve Account Information, whether due
to fraud or error. In making an assessment of the risks of material misstatement, we
considered and obtained an understanding of internal control relevant to the
preparation of, and the Reserve Account Information in, the accompanying Reserve
Account Report in order to design procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness
of such internal control. Accordingly, no such opinion is expressed. We believe that
the evidence we obtained is sufficient and appropriate to provide a reasonable basis
for our opinion.

1
Total USDC in circulation is the total USDC supply on USDC approved blockchains less (i) tokens allowed but not issued and
(ii) blacklisted tokens outstanding at the Report Date as reported on USDC approved public blockchains.

GT.COM Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate
legal entities and are not a worldwide partnership.
The Reserve Account Information in the accompanying Reserve Account Report
relate to Circle Internet Financial LLC’s USDC token, which is a cryptographic stored
value token that allows financial market participants to transact in a crypto asset.
Crypto assets are an evolving area of technology and market place activity.
Individuals who acquire and utilize USDC tokens and other crypto assets are
responsible for informing themselves of the general risks and uncertainties.

In our opinion, the Reserve Account Information in the accompanying Reserve

Account Report as of May 28, 2021 is correctly stated, based on the criteria set forth
in the Reserve Account Report, in all material respects.

The Notes to the Reserve Account Report are provided for additional information.
Such information has not been subjected to the procedures applied in our
examination, and accordingly, we do not express an opinion or provide any assurance
on it.

New York, New York

July 16, 2021
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Reserve Account Report

Circle Internet Financial, LLC (the “Company”) asserts, as of May 28, 2021 at 11:59 PM Pacific
Time (“Report Date”):

Total USD Coin (“USDC”) in circulation is: 22,176,182,251

Total fair value of US dollar denominated assets held

on behalf of USDC holders is at least equal to: $22,176,182,251

CRITERIA:

1. Total USDC in circulation is the total USDC supply on USDC approved blockchains
less (i) tokens allowed but not issued and (ii) blacklisted tokens outstanding at the
Report Date as reported on USDC approved public blockchains. See the Reconciliation
of Total USDC in Circulation for details and definitions.

2. Total fair value1 of US denominated assets is the total balances in segregated

accounts held by the Company with US regulated financial institutions on behalf of the
USDC holders at the Report Date. See the USDC Reserve Breakdown for details.

________________________

Timothy Singh,
VP Accounting and Finance
Circle Internet Financial, LLC.

July 16, 2021_____________

Date

1 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants
at the market close, as consistent with generally accepted accounting principles (US GAAP).
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USDC Reserve Breakdown

Total Allocation
($bn) (%)

Cash & Cash Equivalents 1 13.4 61%

Yankee CDs 2 2.9 13%

US Treasuries 3 2.7 12%

Commercial Paper 4 2.0 9%

Corporate Bonds 5 1.1 5%

Municipal Bonds & US Agencies 0.1 0.2%

Total 6 $22.2bn 100%

1
Cash includes deposits at banks and Government Obligation Money Market Funds. Cash Equivalents are defined as securities
with an original maturity less than or equal to 90 days in accordance with generally accepted accounting principles (US GAAP).
2
USD denominated Certificates of Deposit issued in the US by branch(es) of Foreign Banking Organizations. Minimum S&P rating
of S/T A1; maximum maturity of 13 months.
3
Maximum maturity of 3 years.
4
Unsecured debt obligations of corporations and financial institutions with original maturities between 91 days and 13 months.
Minimum S&P rating of S/T A1; maximum maturity of 13 months.
5
Unsecured debt obligations of corporations and financial institutions with a remaining maturity of less than or equal to 3 years.
Minimum S&P rating of BBB+; maximum maturity of 3 years.
6
Overall portfolio maintains an average credit rating of A or better on S&P scale and weighted average maturity of less than or
equal to 1.5 years.
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Reconciliation of Total USDC in Circulation

USDC total supply on USDC approved blockchains1: 22,469,774,892 USDC

Less: USDC tokens allowed but not issued2: (293,492,641) USDC

Less: USDC tokens blacklisted3: (100,000) USDC

Equals: Total USDC in circulation: 22,176,182,251 USDC

1 USDC approved blockchains are blockchains that are utilized by the Company and approved by Centre Consortium, LLC (“Centre”) to issue and redeem USDC.

2 Certain implementations of USDC on public blockchains require the creation of uncirculated blocks of USDC tokens which are then distributed by Centre to the authorized
issuers of USDC. Authorized issuers issue this uncirculated USDC to USDC holders in exchange for US dollars received. The balance of these uncirculated tokens is denoted
as ‘allowed but not issued’ and excluded from the definition of Total USDC in Circulation.

3 USDC tokens blacklisted are the amount of tokens blacklisted at the Report Date pursuant to the Centre Blacklisting Policy. Such tokens are excluded from the definition of
Total USDC in circulation.
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NOTES TO THE RESERVE ACCOUNT REPORT

(No Assurance Provided by the Independent Accountant on These Notes)

1. BACKGROUND INFORMATION PROVIDED BY CIRCLE INTERNET FINANCIAL, LLC

Circle Internet Financial, LLC (the “Company”) is a global financial technology firm. The
Company is a registered Money Services Business with FinCEN that has money transmitter
licenses in 46 states and one territory (that requires licensing).

Centre Consortium, LLC (“Centre”) is a network of members that provides technology protocols
and governance standards for the deployment of prudentially regulated digital currencies on
existing public blockchain infrastructure.

The Company is a founding member of Centre and maintains an ownership interest in the
Centre Consortium including a seat on its board of managers.

The USD Coin (“USDC”) token is a cryptographic stored value token that allows financial market
participants to transact in a crypto asset. USDC is a token which is implemented on public
blockchains approved by Centre. The Company is currently utilizing the approved blockchains
specified on its website (https://www.circle.com/en/usdc) at the Report Date for this activity. The
total number of USDC tokens issued and outstanding at a current point in time is fully and
transparently viewable through any publicly available block explorer for USDC approved
blockchains. All USDC tokens issued and outstanding are backed by at least an equivalent
amount of US dollar denominated assets held in segregated accounts subject to prudential
supervision and reserve management policies that are designed to at all times meet or exceed
demands for USDC in circulation.

2. DISCUSSIONS RELATED TO CRYPTO ASSETS GENERALLY

Crypto assets remain an evolving area of technology and market place activity. Those who
choose to invest in crypto assets should inform themselves of the general risks and
uncertainties associated with such assets.

(1) Crypto assets are owned anonymously. While the public keys associated with crypto assets
reside on a blockchain and can be viewed publicly, the ownership of the crypto assets is
normally not registered and is therefore, anonymous. Ownership of crypto assets is evidenced
primarily by the possession of the underlying private key (i.e., passcode). The possessor of the
private key controls the corresponding crypto asset.
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(2) Risk of irreversible transactions. Transactions for most crypto assets that occur over the
blockchain are generally irreversible, even if such transactions occur fraudulently or
accidentally.

(3) Risk of loss of assets. If a private key is lost or fraudulently used, the crypto assets may not
be recoverable.

(4) Regulatory uncertainty. Legislative and regulatory changes or actions at the state or federal
level may change or affect the use, transfer, exchange, and value of crypto assets. The effects
of any such changes are not determinable as of the date of this report.

3. DISCUSSIONS RELATED TO BLACKLISTING OF USDC ADDRESSES

Centre has the ability to block individual USDC public blockchain addresses (“addresses”) from
sending and receiving USDC. This ability is referred to as “blacklisting.” When an address is
blacklisted, it can no longer receive USDC and all of the USDC controlled by that address is
frozen and cannot be transferred on-chain. It is not possible to blacklist individual USDC tokens.

The Company has KYC and AML controls in place in connection with the issuance and
redemption of USDC on its platforms. The Company is required to comply with applicable laws
and regulations, Centre policies, as well as its own internal compliance policies. Such laws,
regulations, or policies may require the Company to close user accounts or seize funds held in
such user accounts on its platform. However, only Centre, not the Company, has the ability to
blacklist addresses. Centre and the Company do not monitor or impose controls for on-chain
transfers of USDC, except under the terms of the Centre Blacklisting Policy.

The Company blacklists those addresses during the reporting period when it receives
blacklisting requests from law enforcement agencies. The Company is only obligated to blacklist
addresses it receives notices for, however, Centre and the Company also review SDN
blockchain address lists published by OFAC to determine if any blacklisting action needs to be
taken. For a list of current USDC blacklisted addresses, please refer to the Blacklisted
addresses list published on Centre’s website.

Centre may revert the blacklisting of an individual address upon formal confirmation from such
duly recognized US authorized authority or US court of competent jurisdiction that the legal or
court order is lifted, or no longer applicable, or that a security incident no longer requires such
intervention. All such reversals will be approved by Centre by a majority vote of the Centre
Board of Managers by written consent.
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4. DISCUSSIONS RELATED TO USDC ‘ALLOWED BUT NOT ISSUED’

USDC was designed to be issued by multiple issuer members; however, as of the date of the
report, the Company is the sole issuer of USDC. Centre has implemented several controls to
ensure that issuance of USDC remains in line with the network policies.

One of these controls is the concept of an “issuer allowance”. Each issuer has an issuer
allowance, which Centre determines. The allowance defines how many USDC tokens that
issuer may issue, and as an issuer issues USDC tokens, its allowance declines. Centre
periodically resets an issuer’s allowance as long as it remains in good standing. This control
limits risks if any particular issuer is compromised.

The implementation of the issuer allowance control is done in different ways across the USDC
approved blockchains. Certain implementations of USDC on public blockchains don’t possess
technical features enabling the issuer allowance to be embedded within the USDC issuance
process. In those cases, the creation of uncirculated blocks of USDC tokens might be required.
The uncirculated blocks of USDC act as “issuer allowance” and are distributed by Centre to the
authorized issuers of USDC. Authorized issuers issue this uncirculated USDC to USDC holders
in exchange for US dollars received. The balance of these uncirculated tokens is defined as
“allowed but not issued” and should be excluded from the accounting of USDC tokens
outstanding.