SCHEDULE: Kyivstar Group Completes Merger, Key Investors Below 5% Stake

Kyivstar Group Ltd. announces the consummation of its business combination, resulting in Cohen Circle entities and Betsy Z. Cohen holding less than 5% beneficial ownership.

Summary

• Kyivstar Group Ltd. (the "Issuer") completed its previously announced business combination on August 14, 2025.
• The business combination involved the Issuer, Cohen Circle Acquisition Corp. I (the "Previous Issuer"), VEON Amsterdam B.V., VEON Holdings B.V., and Varna Merger Sub Corp.
• As a result of the merger, ordinary shares of the Previous Issuer were converted into an equal number of common shares of Kyivstar Group Ltd.
• Cohen Circle Sponsor I, LLC now beneficially owns 3,894,665 common shares, representing 1.7% of the outstanding class.
• Cohen Circle Advisors I, LLC now beneficially owns 2,115,688 common shares, representing 0.9% of the outstanding class.
• Betsy Z. Cohen, as manager of both Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC, is deemed to have shared voting and dispositive power over 6,010,353 common shares, representing 2.6% of the outstanding class.
• The calculation of beneficial ownership is based on 230,863,523 common shares outstanding as of the closing of the Business Combination.
• On the closing date, Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC forfeited an aggregate of 2,609,647 Class B ordinary shares and all 238,333.33 Private Placement Warrants of the Previous Issuer, as per the Sponsor Agreement.
• The Reporting Persons (Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, and Betsy Z. Cohen) ceased to be beneficial owners of more than five percent of the common shares of the Issuer on August 14, 2025.

Sentiment

Score: 6

Explanation: The filing reports the expected consummation of a business combination and the resulting changes in beneficial ownership. While the reporting persons forfeited shares, this was part of the pre-agreed terms of the merger. The completion of the transaction provides certainty, which is generally viewed as neutral to slightly positive.

Positives

• The successful consummation of the previously announced business combination provides clarity and finality for the involved entities and their shareholders.
• The transition from Cohen Circle Acquisition Corp. I to Kyivstar Group Ltd. as the combined entity is complete.

Negatives

• The reporting persons (Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC) forfeited a significant number of Class B ordinary shares (2,609,647) and Private Placement Warrants (238,333.33) as part of the Business Combination Agreement.

Future Outlook

The filing primarily reports on the consummation of a past event (the business combination) and the resulting changes in beneficial ownership. It does not provide explicit forward-looking statements or guidance regarding the Issuer's future operations or financial performance.

Industry Context

This filing reflects the finalization of a SPAC (Special Purpose Acquisition Company) business combination, a common mechanism for private companies to go public. The transition from Cohen Circle Acquisition Corp. I (a SPAC) to Kyivstar Group Ltd. as the operating entity is a standard outcome for such transactions. The reduction in the sponsor's beneficial ownership below 5% is a direct consequence of the merger terms and share forfeitures, which is not uncommon in de-SPAC transactions as initial sponsor stakes are adjusted.

Legal Proceedings

• None of the Reporting Persons (Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, or Betsy Z. Cohen) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• The Sponsor Agreement, dated March 18, 2025 (as amended July 10, 2025), was entered into by Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, Cantor Fitzgerald & Co., and VEON Amsterdam B.V. This agreement governed the forfeiture of shares and warrants by the Reporting Persons as part of the Business Combination.

Stakeholder Impact

• Shareholders of Cohen Circle Acquisition Corp. I had their shares converted into common shares of Kyivstar Group Ltd. as a result of the business combination.
• The beneficial ownership of the Reporting Persons (Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, and Betsy Z. Cohen) has decreased below the 5% threshold, which may alter their influence on the Issuer's governance and strategic direction.
• Kyivstar Group Ltd. now operates as the combined entity, potentially impacting its strategic focus and operational integration.

Key Dates

Keywords

Kyivstar Group Ltd., Cohen Circle Acquisition Corp. I, Business Combination, Merger, SEC Filing, Schedule 13D, Beneficial Ownership, Share Forfeiture, VEON, Betsy Z. Cohen