8-K: Cohen Circle and VEON Secure Key Investor Commitments for Kyivstar Nasdaq Listing

Cohen Circle Acquisition Corp. I and VEON Ltd. have secured approximately $52.3 million in non-redemption agreements with institutional investors, fulfilling a critical cash condition for the proposed business combination that will list Kyivstar Group on Nasdaq as the first pure-play Ukrainian company on a U.S. exchange.

Summary

• A business combination agreement was entered into on March 18, 2025, between Cohen Circle Acquisition Corp. I, VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (PubCo), and Varna Merger Sub Corp.
• Non-redemption agreements (NRAs) totaling approximately USD 52.3 million have been executed with accredited institutional investors, including Helikon and Clearline.
• These NRAs cover approximately 5.05 million CCIR Class A shares, securing the minimum USD 50 million cash condition required for the proposed business combination.
• The closing of the Business Combination is expected to occur during the third quarter of 2025, subject to the approval of Cohen Circle's shareholders and other customary closing conditions.
• Upon completion, Kyivstar Group is expected to be listed on the Nasdaq Stock Market under the ticker symbol KYIV, becoming the first pure-play Ukrainian company publicly listed on a U.S. stock exchange.
• Kyivstar Group operates Ukraine's leading digital operator, serving over 23 million mobile customers and more than 1.1 million home internet fixed line customers as of December 31, 2024.
• VEON, together with Kyivstar Group, intends to invest USD 1 billion in Ukraine during the period of 2023-2027, through social investments in infrastructure and technological development, charitable donations, and strategic acquisitions.

Sentiment

Score: 8

Explanation: The document conveys a strong positive sentiment, primarily driven by the successful securing of non-redemption agreements exceeding the minimum cash condition for the business combination. This indicates strong investor confidence and de-risks the transaction. The prospect of Kyivstar Group becoming the first pure-play Ukrainian company listed on a U.S. exchange is also a significant positive.

Positives

• Securing USD 52.3 million in non-redemption agreements exceeds the USD 50 million minimum cash condition, significantly de-risking the business combination.
• The participation of accredited institutional investors like Helikon and Clearline validates Kyivstar Group's long-term potential and the investment case for the company.
• The impending listing of Kyivstar Group on Nasdaq will mark it as the first pure-play Ukrainian company on a U.S. stock exchange, offering a unique investment opportunity.
• Kyivstar Group holds a strong market position as Ukraine's leading digital operator, with a substantial customer base of over 23 million mobile and 1.1 million home internet customers as of December 31, 2024.
• The commitment by VEON and Kyivstar Group to invest USD 1 billion in Ukraine from 2023-2027 signals a strong focus on future growth, infrastructure development, and technological advancement.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement.
• The outcome of any legal proceedings that may be instituted against Cohen Circle, Kyivstar, VEON, or their subsidiaries following the announcement of the Business Combination.
• The inability to complete the Business Combination due to the failure to obtain necessary shareholder approvals or to satisfy other conditions to closing.
• Changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations.
• The decision by the SEC to deem effective the Registration Statement on Form F-4.
• The ability to meet Nasdaq listing standards upon closing of the Business Combination and admission of PubCo for trading on Nasdaq.
• The risk that the Business Combination disrupts current plans and operations of VEON as a result of the announcement and consummation of the Business Combination.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by factors such as competition, PubCo's ability to grow, and its ability to retain management and key employees.
• Costs related to the Business Combination.
• Changes in applicable laws or regulations.
• The escalation or de-escalation of war between Russia and Ukraine.

Future Outlook

The business combination is expected to close during the third quarter of 2025, upon which Kyivstar Group will be listed on the Nasdaq Stock Market under the ticker symbol KYIV, becoming the first pure-play Ukrainian company publicly listed on a U.S. stock exchange. VEON and Kyivstar Group intend to invest USD 1 billion in Ukraine between 2023 and 2027, focusing on infrastructure, technological development, charitable donations, and strategic acquisitions.

Management Comments

• "We are pleased to see the level of investor support for the listing of Kyivstar Group. We look forward to completing the business combination and introducing Kyivstar Group as the first pure-play Ukrainian company to be publicly listed on a U.S. stock exchange." Kaan Terzioglu, VEON Group CEO.
• "The caliber of investors participating in these agreements further validates our strong conviction in Kyivstar Group’s long-term potential, and highlights the investment case for this robust success story from Ukraine." Betsy Cohen, Chairman and CEO of Cohen Circle Acquisition Corp. I.

Industry Context

This announcement highlights the ongoing trend of SPACs facilitating public listings for companies, particularly those seeking access to U.S. capital markets. The listing of Kyivstar Group is notable as it represents the first pure-play Ukrainian company on a U.S. exchange, potentially opening a new avenue for investment in the Ukrainian market amidst geopolitical challenges. It also underscores the resilience and strategic importance of digital operators in emerging markets.

Comparison to Industry Standards

• The document does not provide specific financial performance metrics (e.g., revenue growth, EBITDA margins) for Kyivstar Group that would allow for a direct quantitative comparison to global telecommunications or digital operator industry standards or specific comparable companies.
• Kyivstar Group's stated customer base of over 23 million mobile and 1.1 million home internet customers as of December 31, 2024, positions it as a significant player within the Ukrainian market.
• The planned USD 1 billion investment by VEON and Kyivstar Group in Ukraine from 2023-2027 suggests a commitment to infrastructure and technological development, which is a common strategy among leading operators globally to maintain competitive advantage and expand service offerings.

Stakeholder Impact

• **Shareholders (Cohen Circle):** Will vote on the Business Combination and, if approved, will become shareholders of PubCo (Kyivstar Group), gaining exposure to the Ukrainian telecommunications market.
• **Investors (Accredited Institutional):** Those who entered non-redemption agreements are committing capital and showing confidence in the transaction and Kyivstar Group's potential.
• **Customers (Kyivstar Group):** Potential for improved services and infrastructure due to the planned USD 1 billion investment by VEON and Kyivstar Group.
• **Employees (Kyivstar Group):** Continued operations and potential growth opportunities stemming from the investment and public listing.
• **Ukrainian Economy:** The listing of Kyivstar Group as the first pure-play Ukrainian company on a U.S. exchange and the planned USD 1 billion investment could attract further foreign investment and support economic development.

Next Steps

• Cohen Circle's shareholders are to vote on the Business Combination.
• The SEC needs to deem effective the registration statement on Form F-4.
• Kyivstar Group must meet Nasdaq listing standards.
• Closing of the Business Combination is expected in Q3 2025.
• Listing of Kyivstar Group on Nasdaq under the ticker symbol KYIV.
• VEON and Kyivstar Group are to continue their planned USD 1 billion investment in Ukraine (2023-2027).

Key Dates

Recommendation

Keywords

SPAC, Business Combination, Merger, Kyivstar, VEON, Cohen Circle, Nasdaq, Ukraine, Telecommunications, Digital Operator, Non-Redemption Agreements, Investment