USDC Stablecoin Maker Circle Is Dumping Its IPO to Sell to Either Coinbase or Ripple

Circle, the company behind the $32 billion-circulating USDC stablecoin, is now quietly considering dumping its long-hyped IPO

According to Fortune, sale talks between Circle and both Coinbase and Ripple have been ongoing since early April.

As part of its effort to go public, Circle filed paperwork with the Securities and Exchange Commission to sell up to 140 million shares of common stock in a common stock offering. It is also applying to list its shares on the New York Stock Exchange under the ticker symbol "COIN."

These discussions haven’t been made public by any of the companies involved. Circle still claims it’s going ahead with the IPO, but there’s no pricing yet, no official roadshow, no confirmed timeline. It’s a paper filing, not a commitment.

Coinbase gets first dibs on Circle’s USDC bag

Circle and Coinbase have a long-standing partnership. Together, they launched the Centre Consortium in 2018 to handle the creation of USDC. When that setup ended in 2023, Coinbase walked away with equity in Circle, and Circle took full control of the USDC ecosystem.

However, the breakup didn’t affect the cash flow. Both companies continue to split the revenue generated from interest on the reserves backing USDC.

According to the terms filed in Circle’s S-1, each party receives 50% of the remaining interest revenue—unless the USDC is held on Coinbase. In that case, Coinbase receives 100%. Recent Coinbase earnings reports indicate that a greater portion of USDC is being parked on the exchange, which translates to fatter returns for them.

But it’s not just about the money. Coinbase also has a say in who Circle does business with. If Circle wishes to sign a new revenue-sharing or distribution deal with a third party, it requires Coinbase’s approval.

Furthermore, if Circle were to ever go bankrupt, Coinbase can claim partial ownership over Circle’s intellectual property. It’s a close-knit relationship. One of the four private equity execs who spoke anonymously allegedly told Fortune that: “I feel like they’re one company.”

Ripple offered billions, got turned down

Earlier in April, crypto exchange Ripple pushed to buy Circle outright for between $4 billion and $5 billion, but the bid was rejected. Ripple’s offer included both cash and XRP, the crypto token that the company created and controls.

As of March 31, Ripple held 4.56 billion XRP, valued at $11.77 billion, and another 37.13 billion XRP, worth $95.7 billion, was being held in escrow, according to its Q1 2025 XRP Markets Report. This gives Ripple a strong balance sheet.

However, apparently not strong enough to interest Circle.

Compare that to Coinbase, which has options beyond crypto. As of March 31, Coinbase had $8 billion in cash, according to its most recent 10Q filing. Being a public company gives Coinbase more tools to fund a deal since it can raise capital through debt, equity, or private placements if it needs to.

One banker involved told the publication that even though Ripple has money, Coinbase still looks more attractive.

When asked directly by Fortune about a possible deal with Circle, Brian Armstrong, CEO of Coinbase, replied:

“They’re going public doesn’t change anything about our commercial relationship with Circle. But in terms of other deals we might consider in the future… nothing to announce today.”

Brian admitted that Coinbase is always looking for M&A deals but said they don’t take on everything. “The hard part of buying a company is actually successfully integrating it.”

Coinbase, which went public itself in 2021 through a direct listing, is joining the S&P 500 on May 19. That news made Coinbase stock jump 25% last week, although it’s still trading well below its December peak of $349.75. As of Monday, shares were trading around $265, putting Coinbase’s market cap at $56 billion.

Both Coinbase and Ripple have been spending big. Ripple just bought Hidden Road, a crypto prime brokerage, for $1.25 billion. Coinbase, earlier this month, spent $2.9 billion acquiring Deribit, a platform for crypto derivatives.

In May, they bought the team behind Iron Fish, and back in January, they picked up Spindle, a project focused on on-chain ads and attribution.

The IPO market itself has been mostly dead since 2021. But it got a bit of life last week when eToro went public and jumped 29% on its first day, raising $620 million at $52 per share. That pop might give Circle some reason to move forward. But not everyone is convinced.