425: Cohen Circle Secures Key Investor Commitments for Kyivstar Group Nasdaq Listing

Cohen Circle Acquisition Corp. I and VEON Ltd. have secured approximately $52.3 million in non-redemption agreements, exceeding the minimum cash condition for the proposed business combination and Nasdaq listing of Kyivstar Group.

Summary

• Cohen Circle Acquisition Corp. I (CCIR) and VEON Ltd. announced the execution of non-redemption agreements (NRAs) totaling approximately USD 52.3 million.
• These NRAs were secured with accredited institutional investors, including Helikon and Clearline.
• The commitments cover approximately 5.05 million CCIR Class A shares.
• This secures the minimum USD 50 million cash condition required for the proposed business combination of Kyivstar Group Ltd and Cohen Circle.
• The closing of the Business Combination is expected to occur during the third quarter of 2025.
• Upon completion, Kyivstar Group is expected to be listed on the Nasdaq Stock Market under the ticker symbol KYIV.
• Kyivstar Group operates Ukraine's leading digital operator, serving over 23 million mobile customers and over 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 2023-2027, through social investments in infrastructure, technological development, charitable donations, and strategic acquisitions.

Sentiment

Score: 8

Explanation: The sentiment is highly positive as a critical financial condition for the business combination has been met and exceeded, indicating strong investor confidence and progressing the transaction towards its expected Q3 2025 closing. The planned significant investment in Ukraine further adds to the positive outlook.

Positives

• Successfully secured non-redemption agreements totaling approximately USD 52.3 million, exceeding the minimum USD 50 million cash condition for the business combination.
• The agreements demonstrate strong investor support from accredited institutional investors like Helikon and Clearline.
• The business combination is expected to result in Kyivstar Group becoming the first pure-play Ukrainian company publicly listed on a U.S. stock exchange (Nasdaq).
• Kyivstar Group is a leading digital operator in Ukraine with a substantial customer base of over 23 million mobile and 1.1 million fixed-line customers as of December 31, 2024.
• VEON and Kyivstar Group plan a significant investment of USD 1 billion in Ukraine between 2023 and 2027, focusing on infrastructure and technological development.

Risks

• The occurrence of any event, change, or other circumstances that could lead to the termination of the Business Combination.
• The outcome of any legal proceedings that may be instituted against the Company, Kyivstar, VEON, or their subsidiaries.
• Inability to complete the Business Combination due to failure to obtain necessary shareholder approvals or satisfy other closing conditions.
• Potential changes to the proposed structure of the Business Combination as a result of applicable laws or regulations.
• The decision by the SEC regarding the effectiveness of 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.
• The 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.
• The escalation or de-escalation of the war between Russia and Ukraine.
• Risks outlined in the 'Risk Factors' and 'Cautionary Statement Regarding Forward-Looking Statements' sections of the registration statement on Form F-4 filed with the SEC by PubCo.

Future Outlook

The business combination is expected to close during the third quarter of 2025, leading to Kyivstar Group's listing on Nasdaq under the ticker KYIV, positioning it as the first U.S.-listed pure-play Ukrainian investment opportunity. VEON and Kyivstar Group intend to invest USD 1 billion in Ukraine between 2023 and 2027, focusing on infrastructure and technological development, charitable donations, and strategic acquisitions, anticipating future growth and opportunities for the combined entity.

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 Groups 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 a significant development in the telecommunications and digital services sector, particularly within the Ukrainian market. Kyivstar Group, as Ukraine's leading digital operator, is poised to become a unique investment opportunity as the first pure-play Ukrainian company listed on a U.S. exchange. This move reflects a broader trend of companies seeking international capital markets for growth and underscores the potential for investment in critical infrastructure and technology in emerging markets, even amidst geopolitical challenges.

Comparison to Industry Standards

• The document positions Kyivstar Group as the "first pure-play Ukrainian company to be publicly listed on a U.S. stock exchange," making direct comparisons to existing U.S.-listed Ukrainian companies not applicable.
• No specific comparable companies, projects, or results from the broader telecommunications industry are provided for direct benchmarking within the document.

Legal Proceedings

• The risk of "the outcome of any legal proceedings that may be instituted against the Company, Kyivstar or VEON, any of its subsidiaries or others following the announcement of the Business Combination" is noted. No specific ongoing proceedings are detailed.

Stakeholder Impact

• Shareholders of Cohen Circle: Will vote on the Business Combination and will receive securities of PubCo (Kyivstar Group) upon closing.
• Investors: A new investment opportunity will be created with the listing of Kyivstar Group as the first pure-play Ukrainian company on a U.S. exchange.
• Kyivstar Customers: Potential for enhanced services and infrastructure due to the planned USD 1 billion investment in Ukraine by VEON and Kyivstar Group.
• Employees: Retention of management and key employees is identified as a factor affecting the ability to recognize anticipated benefits of the Business Combination.

Next Steps

• Closing of the Business Combination, expected during the third quarter of 2025.
• Approval of Cohen Circle's shareholders for the Business Combination.
• The SEC to deem effective the Registration Statement on Form F-4.
• Meeting Nasdaq listing standards for PubCo.
• Admission of PubCo (Kyivstar Group) for trading on Nasdaq under the ticker symbol KYIV.

Key Dates

Keywords

Kyivstar Group, Cohen Circle Acquisition Corp. I, VEON, Business Combination, SPAC, Nasdaq Listing, Ukraine Investment, Non-Redemption Agreements, Telecommunications, Digital Operator