20-F: Kyivstar Group Completes Business Combination

Kyivstar Group Ltd. announces the successful completion of its business combination, becoming the direct parent of Ukraine's leading telecom provider.

Summary

• Kyivstar Group Ltd. (PubCo) has completed its business combination with Cohen Circle Acquisition Corp. I (SPAC) and VEON Holdings B.V. (Seller) on August 14, 2025.
• Post-closing, PubCo is the direct parent of VEON Holdings, which owns JSC Kyivstar, Ukraine's leading mobile communication and broadband services provider as of December 31, 2024, serving over 23 million mobile customers and 1.1 million broadband subscribers.
• Prior to closing, 5,847,015 Cohen Circle ordinary shares were redeemed for approximately $60.8 million.
• As of the closing date, 230,863,523 PubCo common shares are outstanding.
• 7,666,638 PubCo warrants are outstanding, each exercisable for one common share at $11.50, becoming exercisable 30 days post-closing and expiring five years after closing.
• Sponsor and Cantor Fitzgerald & Co. forfeited 238,333 Placement Warrants.
• A Seller Loan Note of $178,410,269 at 10% interest is due August 12, 2026, with proceeds from the Trust Account to be used for repayment.
• Certain PubCo common shares issued to the Seller (95%) and Sponsors (3,971,515 shares) are subject to lock-up periods, generally 180 days post-closing or until the share price reaches $13.50 for 20 of 30 trading days.
• An additional 1,323,838 PubCo common shares issued to Sponsors are subject to vesting conditions.
• 757,745 PubCo common shares were issued to Non-Redeeming Shareholders who agreed not to redeem their shares and to vote in favor of the transactions.

Sentiment

Score: 6

Explanation: The successful completion of the business combination and Nasdaq listing is a positive milestone. However, the inherent and explicitly stated risks associated with operating in Ukraine due to the ongoing war introduce significant uncertainty and temper overall sentiment.

Positives

• Successful completion of the business combination provides Kyivstar Group Ltd. with public market access.
• Kyivstar Group Ltd. common shares and warrants are now listed on Nasdaq under symbols KYIV and KYIVW, respectively, enhancing liquidity and visibility.
• The company operates Ukraine's leading mobile communication and broadband services provider, indicating a strong market position in its operating region.

Negatives

• Significant redemptions of Cohen Circle ordinary shares (approximately $60.8 million) occurred prior to closing.
• Sponsor and Cantor Fitzgerald & Co. forfeited 238,333 Placement Warrants for no consideration.
• The company's principal asset, JSC Kyivstar, operates in Ukraine, which is subject to ongoing war-related risks.

Risks

• Ongoing war in Ukraine poses significant risks, including adverse economic impact, physical damage to property and infrastructure, and supply chain disruptions.
• Sanctions and export controls could affect the company's supply chain and ability to transact with key counterparties.
• Volatility in the Ukrainian hryvnia and potential nationalization risks due to beneficial owners being subject to sanctions.
• Restrictions on JSC Kyivstar's ability to declare and pay dividends or make payments abroad due to martial law in Ukraine.
• Dependence on JSC Kyivstar for distributions, which may be restricted or prohibited.
• Risks associated with investing in frontier markets, including political and economic instability, regulatory and legal uncertainty, social unrest, and conflict.
• Potential for cyber-attacks, systems and network disruptions, data protection issues, and data breaches.
• Impact of international economic environment, inflationary pressures, geopolitical developments, and unexpected global events.
• Challenges in growing communications and digital service offerings, including management demands and integration of acquired businesses.
• Regulatory uncertainty regarding service offerings, licenses, frequency allocations, spectrum capacity, intellectual property rights, and interconnection agreements.
• Risks related to equipment failures and competitive pressures on offerings and pricing.
• The market price of PubCo Common Shares may be volatile or decline regardless of operating performance.

Future Outlook

Kyivstar Group Ltd. will use commercially reasonable efforts to file a registration statement for the common shares issuable upon exercise of the warrants within 20 business days following the closing of the business combination, aiming for it to become effective within 60 business days. The company will maintain the effectiveness of this registration statement until the expiration or redemption of the warrants.

Management Comments

• The Executive Chairman, Chief Executive Officer, Chief Financial Officer, General Counsel, Secretary or other principal officer of Kyivstar are authorized to sign physical certificates for Warrants.
• The Board, in good faith, determines the fair market value of any securities or other assets paid on each Common Share in respect of an Extraordinary Dividend.
• The Board, in its sole discretion, may lower the Warrant Price or extend the duration of the W Warrants.

Industry Context

The announcement positions Kyivstar Group Ltd. as the direct parent of JSC Kyivstar, which is described as Ukraine's leading provider of mobile communication by number of subscribers and broadband services by number of access lines as of December 31, 2024. This indicates a dominant market position within the Ukrainian telecommunications sector, a frontier market currently impacted by geopolitical conflict.

Comparison to Industry Standards

• JSC Kyivstar is identified as Ukraine's leading provider of mobile communication by number of subscribers and broadband services by number of access lines as of December 31, 2024, indicating a strong domestic market position.

Management Changes

Corporate Governance

Legal Proceedings

• Information regarding legal proceedings involving VEON Holdings (including JSC Kyivstar) is incorporated by reference from the Proxy Statement/Prospectus under 'Business of Kyivstar and Certain Information About Kyivstar—Litigation and Other Proceedings'. No new specific legal proceedings are detailed in this filing.

Related Party Transactions

• Agreement with Impact Investments LLC (Executive Chairman: Michael R. Pompeo, also a PubCo Director) for strategic support and board advisory services to VEON Ltd. and JSC Kyivstar. Expenses recognized as of December 31, 2024: US$0.4 million cash and US$7 million share-based.
• Agreement with Delta Strategy & Ventures LLC (CEO: Dmytro Shymkiv, also a PubCo Director) for guidance to JSC Kyivstar's supervisory board and management team. Cash payments: approximately $136,500 for 2024 and $100,300 through April 25, 2025.

Stakeholder Impact

• **Shareholders**: The business combination and Nasdaq listing provide liquidity and investment opportunities. Lock-up agreements and vesting conditions for certain shares may affect future share supply and price stability. The forfeiture of Placement Warrants by Sponsors and Cantor impacts their previous holdings.
• **Employees**: The filing indicates that the business of PubCo will be conducted through JSC Kyivstar, implying continuity for its employees, though risks related to 'work stoppages and other labor matters, including mobilization' are noted due to the war in Ukraine.
• **Customers**: JSC Kyivstar continues to operate as Ukraine's leading mobile and broadband provider, suggesting continued service to its over 23 million mobile and 1.1 million broadband subscribers.
• **Creditors**: The Seller Loan Note of $178.4 million at 10% interest represents a significant obligation for Kyivstar Group Ltd., with repayment expected from the Trust Account proceeds.
• **Regulatory Authorities**: The company is now subject to SEC filing requirements as a foreign private issuer and Nasdaq listing rules, increasing regulatory oversight.

Next Steps

• Kyivstar Group Ltd. will file a registration statement for the common shares issuable upon exercise of the warrants within 20 business days after the closing of the Business Combination.
• The company will use commercially reasonable efforts to cause the registration statement to become effective within 60 business days following the closing of the Business Combination and maintain its effectiveness.

Key Dates

Recommendation

The successful completion of the business combination and the Nasdaq listing are positive developments, providing the company with public market access and liquidity. However, the core operating asset, JSC Kyivstar, is located in Ukraine, which is subject to significant and explicitly stated geopolitical risks, including the ongoing war, economic instability, and potential regulatory challenges. While the company holds a leading market position in Ukraine, these external factors introduce substantial uncertainty. A 'hold' recommendation reflects the balance between the positive step of becoming a public entity and the high, unquantifiable risks associated with its primary operational environment.

Keywords

Kyivstar, VEON, Cohen Circle Acquisition Corp. I, SPAC, Business Combination, Merger, Telecommunications, Mobile Communication, Broadband, Ukraine, Warrants, Nasdaq Listing, SEC Filing, 20-F, Corporate Governance, Risk Management