[8-K] Cohen Circle Acquisition Corp. I Unit Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Form F-4 filed by PubCo and the definitive proxy/prospectus distributed to shareholders, advancing the solicitation process
• An estimated $178 million expected to remain in the Trust Account at closing, providing material cash for the combined entity
• All 7,666,667 public warrants remain outstanding, preserving holders' conversion/exercise rights

Negative

• Holders of 5,847,015 Class A shares (representing 25.4% of public Class A shares) properly exercised redemption rights, reducing the public share rollover
• The closing of the Business Combination is subject to shareholder approval, SEC registration approval and other customary conditions, so completion is not guaranteed

Insights

M&A Specialist

TL;DR: A meaningful redemption (25.4%) reduces rollover capital but leaves a substantial trust balance; closing still conditional on approvals.

The redemption of 5.85 million Class A shares materially reduces the pool of public shareholders rolling into the combined company, which can affect post-close free float and available cash for the merged entity's initial capitalization. An expected trust balance of roughly $178 million remains a constructive outcome for closing, but the transaction remains contingent on shareholder and regulatory approvals and the Form F-4 process.

Securities Analyst

TL;DR: Redemption activity is notable but not fatal; warrants remain outstanding and registration steps are underway.

The fact that all 7,666,667 public warrants remain outstanding preserves potential future dilution but does not provide immediate cash. The filing of the Form F-4 and distribution of the definitive proxy/prospectus are required procedural steps and indicate progress toward shareholder voting. Investors should note the closing timing is described as 'expected' and depends on customary conditions being met.

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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 11, 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 communication 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-commencements 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 8.01 Other Events.

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 8, 2025, the Company determined that, as of the redemption deadline prior to its extraordinary general meeting of its shareholders scheduled for August 12, 2025, the holders of 5,847,015 shares of the Company’s Class A ordinary shares, par value $0.0001 per share, representing 25.4% of the Company’s Class A ordinary shares held by the Company’s public shareholders, had properly exercised their right to redeem those shares for cash. All 7,666,667 Company public warrants, which are not subject to redemption rights by the holders thereof, remain outstanding. Subject to approval of the Business Combination by the extraordinary general meeting, the Company 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.

Important Information About the Business Combination and Where to Find It

In connection with the previously announced Business Combination, PubCo has filed with the SEC a registration statement on Form F-4, which includes a definitive prospectus/proxy statement and other relevant documents, and has been distributed to the Company’s shareholders in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination and other matters as described in the registration statement, as well as the prospectus relating to the offer and sale of the securities of PubCo to be issued in connection with the Business Combination.

THIS CURRENT REPORT ON FORM 8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER DOCUMENT THAT THE COMPANY HAS SENTTO ITS SHAREHOLDERS IN CONNECTION WITH THE BUSINESS COMBINATION.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders are able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus has been mailed to the Company’s shareholders as of a record date to be established for voting on the Business Combination. The Company’s shareholders are also able to obtain copies of the proxy statement/prospectus without charge at the SEC’s website at www.sec.gov, or by directing a request to: Cohen Circle Acquisition Corp. I, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.

Participants in the Solicitation

The Company, the Kyivstar Group, the Seller, and VEON Ltd. (“VEON”), and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers of the Company, the Kyivstar Group and VEON in the registration statement on Form F-4 filed with the SEC by PubCo, which include the proxy statement of the Company for the Business Combination. Information about the Company’s directors and executive officers is also available in the Company’s filings with the SEC.

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Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination among the Company, PubCo and Kyivstar, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company.

These 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 Current Report on Form 8-K 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 Business Combination, the expected timing of closing of the Business Combination, the expected amount of funds available on the Trust Account at the closing of the Business Combination, the expected impact of the Business Combination, including PubCo being the first U.S.-listed pure play Ukrainian investment opportunity, potential investor interest and the percentage of VEON’s ownership interest in the equity of PubCo following the closing of the Business Combination. These statements are based on VEON, the Company and Kyivstar 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’s, PubCo’s, VEON’s or the Company’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 Current Report on Form 8-K, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination (including as a result of a termination of the Business Combination Agreement and/or any related agreements between the relevant parties); the outcome of any legal proceedings that may be instituted against the Company, Kyivstar or VEON, any of its subsidiaries or others following the announcement of the Business Combination; 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 or the business combination contemplated thereunder 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 PubCo for trading on the Nasdaq; the risk that the Business Combination disrupts current plans and operations of VEON as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of PubCo to grow, retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the escalation or de-escalation of war between Russia and Ukraine and other risks and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in the registration statement on Form F-4 filed with the SEC by PubCo on June 5, 2025. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON, Kyivstar and the Company cannot predict with accuracy and some of which neither VEON, the Company nor Kyivstar might even anticipate. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this filing. VEON and Kyivstar 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.

No assurances can be made that the parties will successfully close the Business Combination, or close the Business Combination on the timeframe currently contemplated. The Business Combination is subject to the approval of the Company’s shareholders, the approval of the Registration Statement by the SEC, as well as other regulatory approvals and customary conditions to closing.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities in respect of the Business Combination. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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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.

	Cohen Circle Acquisition Corp. I
Date: August 11, 2025	By:	/s/ Betsy Z. Cohen
	Name:	Betsy Z. Cohen
	Title:	President and Chief Executive Officer

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FAQ

How many CCIRU Class A shares were redeemed and what percentage of public shares does that represent?

Holders of 5,847,015 Class A shares properly exercised redemption rights, representing 25.4% of the Company's public Class A shares.

How much does Cohen Circle expect to have in its trust at closing of the Kyivstar business combination?

The Company expects approximately $178 million to remain in its Trust Account at closing, subject to customary closing conditions.

Are the public warrants exercisable or were they redeemed?

All 7,666,667 Company public warrants remain outstanding and are not subject to redemption rights by their holders.

Has the registration statement and proxy/prospectus for the business combination been filed and distributed?

Yes. PubCo filed a Form F-4 registration statement and the definitive proxy/prospectus has been distributed to the Company's shareholders.

Is the closing of the business combination guaranteed?

No. The filing states the closing is subject to shareholder approval, SEC approval of the registration statement, other regulatory approvals and customary conditions.