Announcement • Aug 15
Private Joint Stock Company Kyivstar completed the acquisition of Cohen Circle Acquisition Corp. I (NasdaqGM:CCIR) from Cohen Circle Sponsor I, LLC, Cantor Fitzgerald, L.P., Cohen Circle Advisors Ii, Llc and others in a reverse merger transaction.
Private Joint Stock Company Kyivstar signed a letter of intent to acquire Cohen Circle Acquisition Corp. I (NasdaqGM:CCIR) from Cohen Circle Sponsor I, LLC, Cantor Fitzgerald, L.P., Cohen Circle Advisors Ii, Llc and others for $2.3 billion in a reverse merger transaction on January 13, 2025. Private Joint Stock Company Kyivstar entered into a business combination agreement to acquire Cohen Circle Acquisition Corp. I from Cohen Circle Sponsor I, LLC, Cantor Fitzgerald, L.P, Cohen Circle Advisors Ii, Llc and others in a reverse merger transaction on March 18, 2025. VEON signed the Letter of intent with the aim of indirectly listing Kyivstar, VEON’s digital operator in Ukraine, on the Nasdaq Stock Market LLC in the United States. Under the terms of the LOI, following consummation of the Business Combination, the parties expect that VEON will continue to hold at least an 80% majority stake in such publicly listed entity. The parties expect to announce additional details regarding the Business Combination upon the execution of a definitive agreement, which is expected to take place by the second quarter of 2025.
On June 24, 2025, Cohen Circle Acquisition and the Kyivstar Group Companies entered into Amendment No. 1 to Business Combination Agreement, to, among other things, (i) document a change in the par value of common shares from $0.001 per share to $0.01 per share as a result of consolidation by the Seller of such shares; (ii) allow for an increase in the number of directors on the board of directors from not more than seven directors to no less than five directors and not more than eleven directors, with up to ten directors initially designated and one director initially designated and (iii) revise the timing for approval and establishment of an equity incentive plan for directors, officers, employees and independent contractors and the Group Companies from before the the Closing to after the Closing.
The Business Combination is subject to the execution of a definitive agreement, board approval of each of VEON and Cohen Circle, approval of Cohen Circle’s shareholders, regulatory approvals, the Registration Statement / Proxy Statement having become effective in accordance with the provisions of the Securities Act and not subject to any stop order or proceeding (or threatened proceeding) by the SEC, the SPAC Cash equaling or exceeding $50,000,000; (vi) the completion of the New Bonds Repayment and the 2027 Bonds Transfer; (vii) the PubCo Common Shares to be issued in connection with the Business Combination Agreement having been approved for listing upon the Closing on the Nasdaq Stock Market LLC (“Nasdaq”) subject to official notice of issuance thereof and other customary conditions to closing. Kyivstar, listing on the Nasdaq under the ticker symbol KYIV. The board of directors of both the companies has unanimously approved the agreement. As of August 8, 2025 Subject to approval of the Business Combination by the extraordinary general meeting Cohen Circle expects approximately $178 million to remain in its Trust Account at the closing of the Business Combination, expected to occur on or about August 14, 2025, subject to the satisfaction of customary closing conditions.
Rothschild & Co is acting as lead financial advisor and capital markets advisor to VEON. BTIG, LLC is acting as capital markets advisor to VEON. Cantor Fitzgerald & Co. is acting as the capital markets advisor to Cohen Circle. Jennifer M. Gascoyne, David Stewart, Nick Cline, and Manoj Tulsiani of Latham & Watkins (London) LLP and Sayenko Kharenko are serving as counsel to VEON Group and Kyivstar. Todd Hentges, Rahul Patel, Kevin Shmelzer, and Crystal Fang of Morgan, Lewis & Bockius LLP and Illya Tkachuk,Igor Krasovskiy,Viktoriya Fomenko, Tetiana Storozhuk, Nataliya Kovalova, Dmytro Nyshpal and Kristina Shyposha of INTEGRITES are serving as legal counsel and Continental Stock Transfer & Trust Company acted as transfer agent to Cohen Circle. Jemima Fearnside of Wakefield Quin Limited acted as legal advisor to Kyivstar. Sodali & Co. acted as proxy solicitor to Cohen Circle Acquisition Corp and will receive a fee of $20,000. Northland Capital Markets acted as financial advisor and will receive a fee of $1,050,000 and $50,000 for fairness opinion provider. BTIG, LLC acted as financial advisor to VEON. Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. acted as financial advisors to Cohen Circle. Morgan, Lewis & Bockius LLP acted as legal advisor to Cohen Circle.
Private Joint Stock Company Kyivstar completed the acquisition of Cohen Circle Acquisition Corp. I (NasdaqGM:CCIR) from Cohen Circle Sponsor I, LLC, Cantor Fitzgerald, L.P., Cohen Circle Advisors Ii, Llc and others in a reverse merger transaction on August 14, 2025.
