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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(D)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): August 13, 2025
Cohen Circle Acquisition
Corp. I
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42369 |
|
98-1634072 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 2929 Arch Street |
|
|
| Suite #1703 |
|
|
| Philadelphia, Pennsylvania |
|
19104 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(215) 701-9555
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CCIRU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CCIR |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CCIRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, on
March 18, 2025, Cohen Circle Acquisition Corp. I. (the “Company”) entered into a business combination agreement (the “Business
Combination Agreement”) by and among (1) the Company, (2) VEON Amsterdam B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van
Koophandel) under number 34378904 (the “Seller”), (3) VEON Holdings B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van
Koophandel) under number 34345993 (“VEON Holdings”), (4) Kyivstar Group Ltd., an exempted company with limited liability,
incorporated and existing under the laws of Bermuda with registration number 202504557, with its registered office at Victoria Place,
31 Victoria Street, Hamilton, HM10, Bermuda, and its principal business address at Index Tower (East Tower), Unit 1703, DIFC (Dubai International
Financial Center), United Arab Emirates (“PubCo”), and (5) Varna Merger Sub Corp., an exempted company incorporated with limited
liability in the Cayman Islands with registration number 419635 (“Merger Sub,” and, together with VEON Holdings and PubCo,
the “Kyivstar Group” and separately, a “Kyivstar Group Company”), (together with the other transactions contemplated
by the Business Combination Agreement, the “Business Combination”).
On August 12, 2025, the Company
held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). At the Extraordinary General
Meeting, only those holders of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary
Shares, par value $0.0001 per share (the “Ordinary Shares”) at the close of business on July 21, 2025, the record date, were
entitled to vote. As of the record date, 31,620,000 shares of Ordinary Shares were outstanding and entitled to vote. At the Extraordinary
General Meeting, a total of 18,360,217 shares of Ordinary Shares, representing approximately 58.07% of the outstanding shares of Ordinary
Shares entitled to vote, were present online or by proxy, constituting a quorum to conduct business.
At the Extraordinary General
Meeting, the proposals described below were considered. Each proposal voted on at the Extraordinary General Meeting is further described
in detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed
to stockholders commencing on or about July 22, 2025 (“Proxy Statement”).
The final results of the matters submitted to a
vote of stockholders at the Extraordinary General Meeting are as follows:
1. With respect to the proposal to approve and
adopt the Business Combination Agreement and the Business Combination, the votes were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 15,867,253 |
|
1,691,416 |
|
801,548 |
2. With respect to the proposal
to approve and authorize (a) the Company to merge with Merger Sub; (b) the Plan of Merger and entry by the Company into the Plan of Merger;
and (c) upon the effective date: (i) the amending and restating of the memorandum and articles of surviving company, (ii) changing the
name of the surviving company to “Kyivstar Cayman Corp.” and (iii) re-designating each of the authorized shares in the capital
of the surviving company as ordinary shares such that the share capital of the surviving company is $55,500 divided into 555,000,000 ordinary
shares of a nominal or par value of $0.0001 each, the votes were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 15,867,248 |
|
1,691,416 |
|
801,553 |
The Company expects the Business Combination to close
on or about August 14, 2025, subject to the satisfaction of customary closing conditions, and for PubCo’s common shares and warrants
to commence trading on Nasdaq under the ticker symbols “KYIV” and “KYIVW,” respectively, on or about August 15,
2025.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 13, 2025 |
Cohen Circle Acquisition Corp. I |
| |
|
| |
By: |
/s/ Betsy Z. Cohen |
| |
Name: |
Betsy Z. Cohen |
| |
Title: |
President and Chief Executive Officer |
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