8-K: Kyivstar Group Posts Robust Q2, Advances Nasdaq Listing

Kyivstar Group announced strong second-quarter 2025 financial results, driven by digital services growth and the successful integration of Uklon, as it progresses towards its Nasdaq listing.

Summary

• Total operating revenue for the second quarter of 2025 reached USD 284 million (UAH 11.8 billion), marking a 20.9% year-on-year increase in USD terms and 25.9% in local currency.
• Profit for the period amounted to USD 82 million (UAH 3.4 billion), up 13.9% year-on-year in USD terms and 18.6% in local currency.
• Adjusted EBITDA reached USD 165 million (UAH 6.8 billion), an 18.7% year-on-year increase in USD terms and 23.6% in local currency, with an Adjusted EBITDA margin of 58.1%.
• The first-time consolidation of Uklon contributed USD 21.7 million in revenue and USD 9.3 million in Adjusted EBITDA during 2Q25.
• Direct digital revenue increased to 10.3% of total operating revenue, representing a 460.3% year-on-year increase.
• The Multiplay customer base grew by 23.7% year-on-year to 6.5 million customers, comprising 31.7% of one-month-active mobile customers.
• Total digital monthly active users (MAU) across Kyivstar Group's applications (Uklon, MyKyivstar, Kyivstar TV, Helsi) reached 13.4 million, up 51.2% from a year earlier, including 3.5 million users from Uklon.
• The business combination with Cohen Circle Acquisition Corp. I is expected to close on schedule, positioning Kyivstar Group as the only pure-play Ukrainian investment opportunity on U.S. stock markets.
• Non-redemption agreements were executed with accredited institutional investors, including Helikon and Clearline, covering approximately 5.05 million CCIR Class A shares, corresponding to USD 52.3 million in Cohen Circle's trust account, securing the minimum USD 50 million cash condition for the proposed business combination.
• Regulatory approval was received to begin field testing Starlink's Direct-to-Cell services in Ukraine, with a planned launch in 4Q25 for initial SMS and OTT messaging support.

Sentiment

Score: 9

Explanation: The filing reports strong financial performance across key metrics, significant growth in digital services driven by a successful acquisition, and critical progress towards a major strategic business combination and Nasdaq listing, indicating robust operational execution and positive future prospects.

Positives

• Strong revenue growth of 20.9% year-on-year in USD terms and 25.9% in local currency, demonstrating resilience and market strength.
• Robust profitability with profit for the period up 13.9% year-on-year in USD and Adjusted EBITDA up 18.7% year-on-year in USD, maintaining a healthy 58.1% Adjusted EBITDA margin.
• Successful integration of Uklon significantly boosted direct digital revenue, which surged by 460.3% year-on-year, contributing USD 21.7 million in revenue and USD 9.3 million in Adjusted EBITDA.
• Significant growth in Multiplay customers (up 23.7% year-on-year to 6.5 million) and total digital monthly active users (up 51.2% year-on-year to 13.4 million), indicating strong digital ecosystem adoption.
• The business combination with Cohen Circle Acquisition Corp. I is on track for timely completion, which will establish Kyivstar Group as the first U.S.-listed pure-play Ukrainian investment opportunity.
• Secured non-redemption agreements for USD 52.3 million, exceeding the USD 50 million minimum cash condition for the business combination, ensuring financial stability for the merger.
• Received regulatory approval for Starlink Direct-to-Cell services field testing in Ukraine, enhancing future connectivity options, particularly in rural and emergency areas.

Risks

• Potential termination of the Business Combination Agreement or any related agreements.
• Uncertain outcome of any legal proceedings that may be instituted against the Company, Kyivstar, VEON, or their subsidiaries following the business combination announcement.
• Inability to complete the Business Combination due to failure to obtain necessary shareholder approvals or to satisfy other closing conditions.
• Required or appropriate changes to the proposed structure of the Business Combination as a result of applicable laws or regulations.
• The SEC's decision regarding the effectiveness of the Registration Statement.
• Ability to meet Nasdaq listing standards upon closing of the Business Combination and admission of PubCo for trading on Nasdaq.
• Risk that the Business Combination disrupts current plans and operations of VEON.
• Challenges in recognizing the anticipated benefits of the Business Combination, which may be affected by competition, PubCo's ability to grow, and retention of management and key employees.
• Costs related to the Business Combination.
• Changes in applicable laws or regulations.
• Escalation or de-escalation of war between Russia and Ukraine.
• Challenges in the successful integration of Uklon.
• Uncertainty regarding continued growth in digital services.

Future Outlook

The business combination with Cohen Circle Acquisition Corp. I is expected to close on schedule, which will result in Kyivstar Group becoming the first U.S.-listed pure-play Ukrainian investment opportunity. Starlink Direct-to-Cell services are planned for launch in 4Q25 with initial support for SMS and OTT messaging. VEON and Kyivstar Group intend to invest USD 1 billion in Ukraine during 2023-2027 to support reconstruction and digital transformation.

Management Comments

• "Kyivstar Group continues to demonstrate the resilience and strength of our digital operator strategy, delivering strong revenue growth and robust profitability."
• "This quarter's results showcase our ability to drive sustainable financial performance while expanding our digital ecosystem."
• "The successful integration of Uklon is already contributing meaningfully to our direct digital revenue stream, reinforcing our position as Ukraine's leading digital operator."
• "We remain on track with our Nasdaq listing timeline and look forward to completing this important milestone, which will further support our mission to contribute to Ukraine's reconstruction and accelerate the country's digital transformation."

Industry Context

Kyivstar Group operates as Ukraine's leading digital operator, strategically expanding beyond traditional telecom services into a broader digital ecosystem, including ride-hailing and delivery through Uklon. This diversification aligns with global trends where telecom companies seek new revenue streams and deeper customer engagement by offering integrated digital services. The planned Nasdaq listing positions Kyivstar as a unique investment opportunity, specifically as the first U.S.-listed pure-play Ukrainian investment, potentially attracting significant international capital for the country's reconstruction and digital transformation. The regulatory approval for Starlink Direct-to-Cell services field testing highlights an innovative approach to connectivity, particularly relevant for enhancing rural and emergency communications in challenging environments, mirroring similar initiatives by major global telecom players exploring satellite-to-mobile technologies.

Comparison to Industry Standards

• Kyivstar Group is positioned as Ukraine's leading digital operator, serving over 22.4 million mobile customers and 1.1 million home internet fixed line customers, indicating a dominant market position within its operating geography.
• The Adjusted EBITDA margin of 58.1% is robust and generally indicative of strong operational efficiency within the telecommunications and digital services sector, especially considering the operational environment.
• The 460.3% year-on-year increase in direct digital revenue, largely driven by the Uklon acquisition, demonstrates an aggressive and successful strategy in expanding into adjacent digital markets, comparable to 'super-app' strategies pursued by digital operators in other emerging markets.
• The business combination aims to establish PubCo as the first U.S.-listed pure-play Ukrainian investment opportunity, offering a distinct and focused exposure to the Ukrainian market compared to broader emerging market or diversified telecom investments.
• The regulatory approval for Starlink's Direct-to-Cell services field testing positions Kyivstar at the forefront of adopting advanced satellite communication technologies, a trend being explored by global industry leaders like T-Mobile (with SpaceX) and AT&T (with AST SpaceMobile) for enhanced connectivity.

Stakeholder Impact

• Shareholders of Cohen Circle Acquisition Corp. I will see the business combination progress towards completion, with the Nasdaq listing offering a new investment opportunity in a pure-play Ukrainian asset.
• Shareholders of VEON Ltd. will retain an ownership interest in PubCo, potentially realizing value from their Ukrainian operations through the Nasdaq listing.
• Kyivstar Group customers will benefit from expanded digital services, including the successful integration of Uklon, and enhanced connectivity options through the planned Starlink Direct-to-Cell services.
• Employees of Kyivstar Group and Uklon are likely to experience stability and potential growth opportunities as the combined entity expands its digital ecosystem.
• Ukraine stands to benefit from the significant investment commitment of USD 1 billion by VEON and Kyivstar Group, contributing to the country's reconstruction and digital transformation efforts.

Next Steps

• Completion of the business combination with Cohen Circle Acquisition Corp. I.
• Nasdaq listing of Kyivstar Group (PubCo) common shares and warrants.
• Launch of Starlink Direct-to-Cell services in 4Q25, with initial support for SMS and OTT messaging.
• Continued investment of USD 1 billion in Ukraine by VEON and Kyivstar Group during 2023-2027 for reconstruction and technological development.

Key Dates

Recommendation

The filing demonstrates exceptional financial performance with significant year-on-year growth in revenue, profit, and EBITDA, driven by successful digital transformation and the strategic acquisition of Uklon. The progress towards a Nasdaq listing as the sole pure-play Ukrainian investment opportunity, coupled with securing the critical cash condition for the business combination, significantly de-risks the merger and highlights strong management execution. The planned Starlink integration further underscores innovation and future growth potential in a resilient market.

Keywords

Kyivstar Group, VEON, Cohen Circle Acquisition Corp. I, Business Combination, SPAC, Ukraine, Digital Operator, Telecom, Uklon, Nasdaq Listing, Q2 2025 Results, Financial Performance, Starlink, Direct-to-Cell, Telecommunications, Ride-hailing, Delivery Services