Kyivstar Group Reaches Nasdaq Listing Milestone with Public Filing of Registration Statement on Form F-4
- Will become the only pure-play Ukrainian investment opportunity on Nasdaq
- Strong market position with 23 million mobile and 1.1 million home internet customers
- Part of VEON's USD 1 billion investment commitment in Ukraine by 2027
- Diverse service portfolio including 4G, big data, cloud solutions, and cybersecurity
- Business combination completion subject to shareholder approval and regulatory conditions
- Operating in a region affected by ongoing geopolitical tensions
- Integration risks associated with business combination
Insights
Kyivstar Group's F-4 filing marks critical progress toward Nasdaq listing via SPAC merger with Cohen Circle, creating Ukraine's first pure-play public investment.
The public filing of Kyivstar Group's Registration Statement on Form F-4 represents a significant milestone in the company's path to becoming a publicly traded entity on Nasdaq. This development advances the previously announced business combination with Cohen Circle Acquisition Corp. I (Nasdaq: CCIR), a special purpose acquisition company (SPAC).
Kyivstar holds a dominant position in Ukraine's telecommunications market, serving over 23 million mobile customers and 1.1 million fixed-line internet subscribers. This market leadership provides a stable foundation for potential investors to consider. The planned listing would make Kyivstar the first pure-play Ukrainian investment opportunity on a major U.S. exchange, offering unique exposure to Ukraine's digital economy.
The business combination, announced on March 18, 2025, is expected to close in Q3 2025, subject to Cohen Circle shareholder approval and customary closing conditions. VEON Ltd. (Nasdaq: VEON), Kyivstar's parent company, has committed to a $1 billion investment in Ukraine by 2027, signaling long-term confidence in the country's economic trajectory despite ongoing regional challenges.
For investors evaluating this opportunity, several factors merit consideration: Kyivstar's established market dominance, its 27-year operating history in Ukraine, potential growth in digital services, and the recently integrated Uklon acquisition. The F-4 filing provides essential regulatory transparency, though investors should carefully review the risk factors outlined in the registration document, particularly those related to regional geopolitical tensions.
KYIV, Ukraine, June 05, 2025 (GLOBE NEWSWIRE) -- Kyivstar Group Ltd., Ukraine’s leading digital operator (“Kyivstar Group” or “the Company”) and a subsidiary of VEON Ltd. (Nasdaq: VEON) (“VEON Group” or “VEON”), today announced the public filing of its Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”).
This filing represents a milestone in Kyivstar Group’s plans to be listed on the Nasdaq Stock Market LLC (“Nasdaq”) following the anticipated completion of a business combination with Cohen Circle Acquisition Corp. I (Nasdaq: CCIR) (“Cohen Circle”) that was announced on March 18, 2025.
Today, as we announce the public filing of our Registration Statement, we are excited to complement our operational performance with the continued progress towards our plans to list Kyivstar Group on the Nasdaq Stock Market,” said Oleksandr Komarov, CEO of Kyivstar Group. “We are excited to be a company that not only delivers exceptional value to our customers, but also represents a compelling investment opportunity for U.S. and global investors interested in Ukraine’s growth and resilience.”
The closing of the business combination is expected to occur during the third quarter of 2025 and is subject to the approval of Cohen Circle’s shareholders and other customary closing conditions.
Additional Information and Where to Find It
Kyivstar Group Ltd. and VEON Holdings B.V. have filed on June 5, 2025 a registration statement on Form F-4 (File No. 333-287802) (as may be amended from time to time, the “Registration Statement”) as co-registrants that includes a preliminary proxy statement/prospectus of Cohen Circle and a preliminary prospectus of Kyivstar Group. When available, Cohen Circle will mail a definitive proxy statement/prospectus relating to the business combination and other relevant documents to its shareholders. This communication does not contain all the information that should be considered concerning the business combination and is not intended to provide the basis for any investment decision or any other decision in respect of the business combination. VEON, Cohen Circle and Kyivstar Group may also file other documents regarding the business combination with the SEC. Cohen Circle’s shareholders and other interested persons are advised to read, when available, the Registration Statement, the proxy statement/prospectus and other documents filed in connection with the business combination, as these materials will contain important information. Investors and shareholders will be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or will be filed with the SEC by Cohen Circle through the website maintained by the SEC website at www.sec.gov or by directing a written request to: Cohen Circle Acquisition Corp. I, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.
About Kyivstar Group
Kyivstar Group operates Ukraine's leading provider of mobile communication, serving more than 23 million mobile customers and over 1.1 million home internet fixed line customers as of December 31, 2024. Kyivstar Group and its subsidiaries provide services across a wide range of mobile and fixed line technologies, including 4G, big data, cloud solutions, cybersecurity, digital TV, and more. VEON, together with Kyivstar Group, intends to invest USD 1 billion in Ukraine by 2027, through social investments in infrastructure and technological development, charitable donations and strategic acquisitions. Kyivstar Group and its subsidiaries have been operating in Ukraine for more than 27 years. For more information, visit: www.kyivstar.ua
About VEON
VEON is a digital operator that provides converged connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than
About Cohen Circle
Cohen Circle Acquisition Corp. I is a special purpose acquisition company sponsored by investment firm Cohen Circle, LLC and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more technology and/or financial services businesses. Cohen Circle’s units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “CCIRU,” “CCIR” and “CCIRW,” respectively.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the transactions mentioned herein or the proposed business combination with Cohen Circle. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Cohen Circle, Kyivstar Group, certain shareholders of Cohen Circle, VEON and certain of Cohen Circle’s, Kyivstar Group’s and VEON’s respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the shareholders of Cohen Circle with respect to the proposed business combination. A list of the names of such persons and information regarding their interests in the proposed business combination is set forth in the Registration Statement. Free copies of these documents may be obtained from the sources indicated above.
Forward-Looking Statements
This press release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “project,” “should,” “strategy,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements relating to, among other things, the timing of the closing of the proposed business combination and the listing of Kyivstar Group’s common shares and warrants on Nasdaq, the expected investment opportunity in Kyivstar Group following the closing of the business combination, including the expectation that Kyivstar Group will be the only pure-play Ukrainian investment opportunity and the growth potential of Kyivstar Group. These statements are based on VEON, Cohen Circle and Kyivstar Group management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Kyivstar Group’s, VEON’s or Cohen Circle’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including, but not limited to, the inability to complete the business combination due to the failure to obtain the necessary shareholder approvals or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the decision by the SEC to deem effective the Registration Statement; the ability to meet the Nasdaq listing standards upon closing of the business combination and admission of Kyivstar Group for trading on Nasdaq; changes in applicable laws or regulations; the escalation or de-escalation of war between Russia and Ukraine; the successful integration of Uklon; continued growth in digital services; and other risks and uncertainties set forth in the section entitled “Risk Factors” included in the Registration Statement filed by Kyivstar Group with the SEC on June 5, 2025 and in any other subsequent filings with the SEC by Kyivstar Group or Cohen Circle. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON, Kyivstar Group and Cohen Circle cannot predict with accuracy and some of which neither VEON, Kyivstar Group nor Cohen Circle might not even anticipate. The forward-looking statements contained in this press release speak only as of the date of this release. VEON, Kyivstar Group and Cohen Circle do not undertake to publicly update any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, except as required by U.S. federal securities laws.
Contact Information
Kyivstar Group
Media and Investor Contact:
Kyivstar@icrinc.com
VEON
Media Contact:
Email: pr@veon.com
FAQ
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