Business Context and Reporting Period
This Shell Company Report on Form 20-F covers the consummation of a business combination by Kyivstar Group Ltd. (PubCo), a Bermuda exempted company, on August 14, 2025. PubCo was formed specifically to merge with Cohen Circle Acquisition Corp. I and acquire VEON Holdings B.V., the parent of JSC Kyivstar, Ukraine's leading mobile and broadband operator. As of the closing date, PubCo became the direct parent of VEON Holdings and its subsidiaries. The company operates in the telecommunications and digital services sector, serving over 23 million mobile customers and 1.1 million broadband subscribers as of December 31, 2024.
Key Financial Metrics and Capitalization
The filing details the capital structure and transaction economics but does not provide specific revenue, profit, or cash flow figures for the reporting period, as these are incorporated by reference from the Proxy Statement/Prospectus.
- Outstanding Shares: 230,863,523 common shares as of August 14, 2025.
- Transaction Consideration: The sale of VEON Holdings equity involved 206,942,440 newly issued common shares and a Seller Loan Note valued at approximately $178.4 million.
- Trust Account Balance: Approximately $178.4 million remained in the Trust Account as of Closing.
- Redemptions: 5,847,015 Cohen Circle ordinary shares were redeemed for approximately $60.8 million prior to Closing.
- Warrants: 7,666,638 warrants outstanding, exercisable at $11.50 per share.
- Accounting Basis: International Financial Reporting Standards (IFRS).
Material Changes and Transaction Details
The primary material change is the completion of the business combination, transforming PubCo from a shell entity into the parent of a major Ukrainian telecommunications operator. Key structural changes include:
- Ownership Structure: VEON Amsterdam B.V. holds 89.6% of the outstanding common shares (206,942,440 shares). The remaining shares are held by public shareholders and sponsors.
- Related Party Expenses: As of December 31, 2024, $0.4 million in cash and $7 million in share-based payments were recognized for strategic support services from Impact Investments LLC. Additionally, approximately $136,500 was paid to Delta Strategy & Ventures LLC for the year ended December 31, 2024.
- Lock-Up Agreements: 95% of shares issued to the Seller and specific shares issued to Sponsors are subject to lock-up restrictions until the earlier of 180 days post-closing or a price threshold of $13.50.
Outlook, Risks, and Management Commentary
Management has not provided specific financial guidance in this filing, noting that forward-looking statements are based on current expectations and should not be relied upon as predictive of actual results. The filing highlights significant risks that could materially impact operations and financial condition:
- War in Ukraine: Risks include physical damage to infrastructure, economic instability, sanctions, export controls, and volatility in the Ukrainian hryvnia.
- Dividend Restrictions: Martial law and legal restrictions in Ukraine may limit JSC Kyivstar's ability to declare dividends or make payments abroad, affecting PubCo's liquidity.
- Geopolitical and Regulatory Risks: Potential nationalization risks, regulatory uncertainty, and the impact of sanctions on beneficial owners (specifically LetterOne) are cited as material concerns.
- Operational Risks: Cyber-attacks, labor mobilization, and supply chain disruptions due to international trade regulations.
Investor Verification Checklist
- Verify the specific revenue, EBITDA, and cash flow figures for JSC Kyivstar in the Proxy Statement/Prospectus, as they are not detailed in this Shell Company Report.
- Confirm the current status of the $178.4 million Seller Loan Note and its repayment terms.
- Review the "Risk Factors" section in the Proxy Statement/Prospectus for detailed analysis of the war in Ukraine's impact on asset valuation and dividend repatriation.
- Check the Nasdaq listing status and trading volume for symbols KYIV and KYIVW post-closing.
- Monitor the lock-up expiration dates and potential selling pressure from the 89.6% stake held by VEON Amsterdam B.V.