425: Cohen Circle Acquisition Corp. I Amends Business Combination Terms with Kyivstar Group, Adjusting Share Allocations and Sponsor Holdings

Cohen Circle Acquisition Corp. I has filed an 8-K detailing amendments to its Business Combination Agreement and Sponsor Agreement with Kyivstar Group Ltd., primarily adjusting share allocations for the seller and sponsor and outlining sponsor share forfeitures.

Summary

• Cohen Circle Acquisition Corp. I (the Company) entered into Amendment No. 2 to the Business Combination Agreement on July 10, 2025, with VEON Amsterdam B.V. (the Seller), VEON Holdings B.V., Kyivstar Group Ltd. (PubCo), and Varna Merger Sub Corp., adjusting the number of Kyivstar Group Ltd. Common Shares allocable to the Seller and the Sponsor.
• The Business Combination Agreement was originally dated March 18, 2025, and previously amended on June 24, 2025.
• The definition of 'Seller Share Consideration Number' in the Business Combination Agreement was amended to be the result of ((Closing Equity Value less Seller Loan Note Consideration Amount) divided by $10.35, rounded down) minus 303,098 shares.
• The number of SPAC Class B Ordinary Shares held by the Sponsor (Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC) to be surrendered and cancelled was adjusted from 2,609,647 to 2,155,000.
• On July 10, 2025, the Company, the Sponsors, Cantor Fitzgerald & Co., PubCo, and the Seller also entered into Amendment No. 1 to the Sponsor Agreement to conform its terms to the share allocation adjustment.
• The Sponsors' initial beneficial ownership was 7,905,000 SPAC Class B Ordinary Shares.
• CCS I (Cohen Circle Sponsor I, LLC) held 715,000 Placement Units.
• CCS I will forfeit 238,333.33 SPAC Placement Warrants.
• Following the closing of the Business Combination, the Sponsors are expected to hold 6,010,353 New PubCo Common Shares, consisting of 715,000 Unrestricted Securities, 3,971,515 Lock-up Securities, and 1,323,838 Vesting Securities (split into two tranches of 661,919 each).

Sentiment

Score: 5

Explanation: The document is neutral in sentiment, detailing procedural amendments to an ongoing business combination. While it involves share forfeitures for the sponsor and a reduction for the seller, these are presented as negotiated adjustments rather than unexpected negative developments. The overall tone is informative about the progression of the transaction.

Positives

• The amendments finalize and clarify key terms of the Business Combination Agreement and Sponsor Agreement, reducing uncertainty regarding the transaction's structure.
• The transaction is highlighted as potentially creating the 'first U.S.-listed pure play Ukrainian investment opportunity', which could attract specific investor interest.

Negatives

• The Sponsors will forfeit a significant number of SPAC Class B Ordinary Shares (2,155,000) and SPAC Placement Warrants (238,333.33), reducing their overall stake in the combined entity.
• The 'Seller Share Consideration Number' is reduced by 303,098 shares, impacting the Seller's (VEON Amsterdam B.V.) allocation.

Risks

• The Business Combination may terminate due to unforeseen events, changes, or circumstances.
• Legal proceedings may be instituted against the Company, Kyivstar, VEON, or their subsidiaries following the announcement of the Business Combination.
• The Business Combination may not be completed due to failure to obtain necessary shareholder approvals or satisfy other closing conditions.
• The proposed structure of the Business Combination may require changes due to applicable laws or regulations.
• The SEC may not deem the Registration Statement on Form F-4 effective.
• PubCo may be unable to meet Nasdaq listing standards upon closing of the Business Combination and admission for trading.
• The Business Combination could disrupt current plans and operations of VEON.
• The anticipated benefits of the Business Combination may not be realized, potentially affected by competition, PubCo's ability to grow, and retention of management and key employees.
• Costs related to the Business Combination could be higher than anticipated.
• Changes in applicable laws or regulations could impact the transaction.
• The escalation or de-escalation of the war between Russia and Ukraine poses a significant risk.
• Forward-looking statements are subject to inherent risks and uncertainties, many of which cannot be predicted with accuracy.
• There is no assurance that the parties will successfully close the Business Combination or close it within the currently contemplated timeframe.

Future Outlook

The Business Combination is expected to result in PubCo becoming the first U.S.-listed pure play Ukrainian investment opportunity. The combined company anticipates future results and benefits, with future opportunities for growth. The closing of the Business Combination is subject to the approval of Cohen Circle Acquisition Corp. I's shareholders, the SEC's approval of the Registration Statement, and other regulatory approvals and customary closing conditions.

Management Comments

• Betsy Z. Cohen, President and Chief Executive Officer of Cohen Circle Acquisition Corp. I, signed the 8-K report.
• Kaan Terzioglu, Director of VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd., and Varna Merger Sub Corp., signed the amendments to the Business Combination Agreement and Sponsor Agreement.
• Maciej Wojtaszek, Director of VEON Amsterdam B.V. and VEON Holdings B.V., signed the amendments to the Business Combination Agreement and Sponsor Agreement.
• Sage Kelly, Global Head of Investment Banking at Cantor Fitzgerald & Co., signed the amendment to the Sponsor Agreement.

Industry Context

This announcement relates to a significant SPAC business combination, aiming to bring Kyivstar Group Ltd. to the U.S. public markets. The emphasis on it being the 'first U.S.-listed pure play Ukrainian investment opportunity' positions the transaction uniquely, potentially attracting investors seeking exposure to the Ukrainian economy and its recovery/growth prospects, distinguishing it from typical SPAC mergers.

Corporate Governance

Legal Proceedings

• There is a risk of legal proceedings being instituted against Cohen Circle Acquisition Corp. I, Kyivstar, VEON, or their subsidiaries following the announcement of the Business Combination.

Related Party Transactions

• The amendments to the Sponsor Agreement detail changes to the share and warrant holdings of Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC (the Sponsors), who are related parties to Cohen Circle Acquisition Corp. I, in connection with the Business Combination.

Stakeholder Impact

• Shareholders of Cohen Circle Acquisition Corp. I will be required to vote on the Business Combination, and the amendments affect the final ownership structure, potentially influencing their investment value.
• The Sponsors (Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC) will experience a direct impact on their economic interest due to the forfeiture of 2,155,000 SPAC Class B Ordinary Shares and 238,333.33 SPAC Placement Warrants, and their post-closing equity will be subject to specific lock-up and vesting conditions.
• The Seller (VEON Amsterdam B.V.) will receive 303,098 fewer Kyivstar Group Ltd. Common Shares than previously contemplated, directly impacting their economic interest in the combined entity.
• Kyivstar Group Ltd. (PubCo) will proceed with its plan to become a U.S.-listed entity, with its future ownership structure formalized by these amendments, providing clarity for its operations and strategic direction.

Next Steps

• PubCo will distribute a definitive prospectus/proxy statement to Cohen Circle Acquisition Corp. I's shareholders.
• Cohen Circle Acquisition Corp. I's shareholders will vote on the Business Combination and other related matters.
• The SEC needs to deem the registration statement on Form F-4 effective.
• PubCo must meet Nasdaq listing standards upon the closing of the Business Combination.
• PubCo will be admitted for trading on Nasdaq.
• The Business Combination will proceed to closing, subject to approvals and customary conditions.

Key Dates

Keywords

Business Combination Agreement, SPAC, Kyivstar Group Ltd., VEON, Merger, SEC Filing, Share Allocation, Sponsor Agreement, Form 8-K, Ukraine Investment, Nasdaq Listing