If You Invested in Cohen Circle (CCIRU)

Cohen Circle Acquisition Corp. I (units trading as CCIRU) is a special purpose acquisition company, or SPAC, whose units were listed on the Nasdaq Global Market under the ticker symbol CCIRU. According to company disclosures, each CCIRU unit consisted of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at a specified exercise price. The SPAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The company stated that while it could pursue an acquisition in any industry or at any stage of corporate evolution, its primary focus was to identify businesses in the financial services technology (fintech) sector and fintech-adjacent sectors that power transformation and innovation. Cohen Circle Acquisition Corp. I was sponsored by investment firm Cohen Circle, LLC. Its units, Class A ordinary shares and warrants were listed on Nasdaq under the symbols "CCIRU," "CCIR" and "CCIRW," respectively, as described in its public offering announcements.

As a SPAC, Cohen Circle Acquisition Corp. I raised capital in its initial public offering and placed the proceeds into a trust account for the benefit of its public shareholders. The company then sought to identify and complete a business combination. Public filings describe the execution of a business combination agreement with Kyivstar Group Ltd., a company associated with VEON Holdings B.V. and VEON Amsterdam B.V., with the intent that Kyivstar Group Ltd. would become a U.S.-listed company following the transaction.

Subsequent filings report that the shareholders of Cohen Circle Acquisition Corp. I approved the business combination at an extraordinary general meeting. The transaction was structured so that the combined company would operate as Kyivstar Group Ltd., with common shares and warrants expected to trade on the Nasdaq Stock Market under the ticker symbols "KYIV" and "KYIVW." A related news release notes that the business combination between Kyivstar Group Ltd. and Cohen Circle was completed, and that the resulting company would be positioned as a pure-play Ukrainian investment opportunity in U.S. stock markets.

Following the completion of the business combination, Cohen Circle Acquisition Corp. I took steps to terminate the registration of its securities and to remove them from listing. A Form 25 filing with Nasdaq Stock Market LLC identifies Cohen Circle Acquisition Corp. I as the issuer and covers its Class A ordinary shares, units and warrants, indicating removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. A separate Form 15 filing certifies the termination of registration under Section 12(g) and the suspension of the duty to file reports under Sections 13 and 15(d) for the units, Class A ordinary shares and warrants, and notes that there were no holders of record as of the certification date.

Because of these steps, CCIRU and the related CCIR and CCIRW securities represent the historical SPAC structure of Cohen Circle Acquisition Corp. I rather than an ongoing operating company. Investors researching CCIRU today will generally be looking at the SPAC’s history, its role in the business combination with Kyivstar Group Ltd., and the regulatory filings that document the transition from a blank check company to a completed transaction.

Business purpose and focus

Cohen Circle Acquisition Corp. I described itself as a blank check company formed to effect a business combination with one or more businesses. Its public communications emphasize a primary focus on targets in the financial services technology sector and related fintech areas. This focus reflects the sponsor’s background and the intent to identify businesses that support transformation and innovation in financial services.

The SPAC’s structure, with units composed of a share and a fraction of a warrant, is typical for this type of vehicle and is outlined in its offering documents and Nasdaq listings. Proceeds from the initial public offering, together with a simultaneous private placement, were deposited into a trust account for the benefit of public shareholders, as disclosed in its offering-related news.

Transition to Kyivstar Group transaction

Public filings and news releases describe a business combination agreement entered into on March 18, 2025, among Cohen Circle Acquisition Corp. I, VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd., and Varna Merger Sub Corp. The transaction documentation refers to Kyivstar Group Ltd. as an exempted company incorporated under the laws of Bermuda, with VEON entities as sellers. Amendments to the business combination agreement and related sponsor agreements were later filed on Form 8-K to reflect changes such as adjustments to share allocations, par value changes for PubCo common shares, and board composition.

News releases and Form 8-K filings further indicate that Kyivstar Group and VEON Holdings B.V. filed a registration statement on Form F-4 with the SEC. This registration statement included a proxy statement/prospectus for Cohen Circle shareholders and a prospectus for Kyivstar Group, in connection with the proposed listing of Kyivstar Group on Nasdaq following completion of the business combination. The materials emphasize that Kyivstar Group is described as Ukraine’s leading digital operator and that the combined company’s securities are expected to trade under the symbols "KYIV" and "KYIVW."

Delisting and deregistration of CCIRU-related securities

After the business combination closed, Cohen Circle Acquisition Corp. I’s securities were removed from listing on Nasdaq and deregistered. A Form 25 filed by Nasdaq Stock Market LLC identifies Cohen Circle Acquisition Corp. I as the issuer and lists the Class A ordinary shares, units and warrants as the classes of securities being removed from listing and/or registration under Section 12(b). The form notes that the exchange has complied with its rules to strike the securities from listing and registration.

A subsequent Form 15 filed by Cohen Circle Acquisition Corp. I certifies the termination of registration under Section 12(g) and the suspension of the duty to file reports under Sections 13 and 15(d) of the Exchange Act for the units, Class A ordinary shares and warrants. The filing states that there were no holders of record of the covered securities as of the certification date and indicates reliance on specific rule provisions for termination and suspension.

Historical context for investors

For investors and researchers, CCIRU now serves as a historical reference to the SPAC that facilitated the listing of Kyivstar Group Ltd. on Nasdaq. The SPAC’s lifecycle—from initial public offering and trust account funding, through identification of a business combination target in Kyivstar Group, to shareholder approval, closing, and eventual delisting and deregistration—is documented in its news releases and SEC filings.

Those interested in the ongoing business and financial performance of the combined company should refer to Kyivstar Group Ltd. and its trading symbols "KYIV" and "KYIVW" on Nasdaq, as described in the business combination news. The CCIRU, CCIR and CCIRW symbols instead provide a record of the SPAC’s capital structure and its role in the transaction.

Frequently asked questions about CCIRU

The following FAQs summarize key points drawn from the company’s public disclosures and regulatory filings.