Cohen Circle SEC Filings

Nasdaq Stock Market LLC filed a Form 25 to remove the class of securities of Cohen Circle Acquisition Corp. I (symbol CCIRU) from listing and/or registration under Section 12(b) of the Exchange Act. The filing lists the issuer's principal office at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 and provides a telephone number. The form references the Exchange's compliance with rule provisions under 17 CFR 240.12d2-2 and cites procedures for voluntary withdrawal, but the filing text does not state which specific rule provision box was marked, the reason for removal, nor include a dated signature block in the provided content.

Cohen Circle Acquisition Corp. I shareholders approved a business combination to merge with the Kyivstar Group. At the extraordinary general meeting, 18,360,217 Ordinary Shares (approximately 58.07% of outstanding shares) were present online or by proxy, forming a quorum. The merger-related proposals received majority support with 15,867,253 votes in favor, 1,691,416 against and 801,548 abstentions across the proposals.

The Company expects the Business Combination to close on or about August 14, 2025, subject to customary closing conditions, and for PubCo shares and warrants to begin trading on Nasdaq under the tickers KYIV and KYIVW on or about August 15, 2025.

Cohen Circle Acquisition Corp. I is a blank‑check company that completed an Initial Public Offering on October 15, 2024 and placed $231,150,000 into a Trust Account invested principally in money market funds. As of June 30, 2025, the Trust Account balance was $238,271,514. The company reported interest income on the Trust Account of $2,458,506 for the quarter and $4,902,267 for the six months ended June 30, 2025, producing net income of $1,456,466 for the quarter and $1,695,310 for the six months. Total assets were $238,544,406.

The company has limited cash outside the Trust Account ($33,784) and a working capital deficit of $2,349,478. Management disclosed a Business Combination Agreement dated March 18, 2025 with VEON/ Kyivstar Group and subsequent amendments (June 24, 2025 and July 10, 2025) that adjust par value and share allocations. The company stated substantial doubt about its ability to continue as a going concern and has a related‑party promissory note facility of up to $2,000,000 (outstanding $525,000 at June 30, 2025).

Cohen Circle Acquisition Corp. I disclosed developments about its proposed business combination with Kyivstar Group and related parties. The company said holders of 5,847,015 Class A shares—representing 25.4% of public Class A shares—properly exercised redemption rights for cash. All 7,666,667 public warrants remain outstanding.

The company expects approximately $178 million to remain in its Trust Account at closing, which the filing says is expected to occur on or about August 14, 2025, subject to shareholder approval, regulatory clearances and customary closing conditions. PubCo filed a Form F-4 registration statement and has distributed the definitive proxy/prospectus to shareholders.

Magnetar Financial LLC and affiliated entities filed Amendment No. 2 to Schedule 13G covering Cohen Circle Acquisition Corp. I (Class A ordinary shares, CUSIP G3730H106).

• Current ownership: 860,000 shares, equal to 3.62 % of outstanding shares as of 30 Jun 2025.
• All voting and dispositive power is shared; none is held solely.
• The filing lists eight Magnetar-managed funds that collectively hold the position, the two largest being Constellation Master Fund (173,684 sh.) and Lake Credit Fund (199,075 sh.).
• Item 5 confirms the group now owns “5 percent or less” of the class, indicating the stake has fallen below the 5 % material-owner threshold since the prior amendment.
• The certification states the shares are held in the ordinary course and not for the purpose of influencing control.

The amendment, signed 08 Aug 2025 by attorney-in-fact Hayley Stein, attaches a joint filing agreement and existing power of attorney.

Cohen Circle Acquisition Corp. I (Nasdaq: CCIRU) filed an 8-K solely under Item 7.01. The SPAC reiterates the March 18 2025 Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V. and Kyivstar Group Ltd. (“PubCo”). The transaction would list PubCo—positioned as a pure-play Ukrainian telecom investment—on Nasdaq through the CCIRU vehicle.

Exhibit 99.1 furnishes (not files) Kyivstar Group’s Q2-25 trading update press release; no financial metrics are included in this report. Management reminds investors that the Form F-4 registration statement, containing the definitive proxy/prospectus for shareholder voting, is pending SEC effectiveness. Completion of the deal remains subject to CCIRU shareholder approval, regulatory clearances, Nasdaq listing acceptance and other customary closing conditions.

The filing contains extensive forward-looking statements and risk disclosures highlighting potential termination events, legal proceedings, regulatory changes and geopolitical risks (including the Russia-Ukraine war) that could impede closing. No offer or solicitation is made, and the information is presented for Regulation FD purposes only.