M&A - Cohen Circle Acquisition Corp. I

Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025029611

Filing Summary: On April 8, 2025, VEON Ltd. announced the completion of a significant reorganization involving VEON Holdings B.V. This move is a crucial step towards the anticipated business combination with Cohen Circle Acquisition Corp. I, aimed at facilitating Kyivstar Group Ltd.'s planned listing on Nasdaq under the ticker symbol KYIV. The reorganization included a legal demerger in the Netherlands, refocusing VEON Holdings B.V. entirely on Kyivstar and its related assets, while transferring other core businesses to newly formed Dutch entities. Approval from 95.83% of bondholders was secured for transferring the issuer from VEON Holdings B.V. to VEON MidCo B.V. The combined company is expected to contribute significantly to the development of the Ukrainian economy, with joint investments planned at USD 1 billion from 2023 to 2027. Kyivstar has a strong market presence, serving over 23 million mobile subscribers, and is recognized for its commitment to social initiatives in Ukraine. Further details on the transaction will be outlined in the upcoming registration statement and proxy statement/prospectus required for the Business Combination.

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Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025028072

Filing Summary: On April 2, 2025, Cohen Circle Acquisition Corp. I entered into a promissory note agreement with Cohen Circle Sponsor I, LLC, allowing for up to $2,000,000 in funding to support their ongoing business initiatives. This note is non-interest bearing and due upon the consummation of a business combination. As part of a broader strategy, a business combination agreement was announced on March 18, 2025, involving VEON Amsterdam B.V. and other entities known as the Kyivstar Group. This transaction aims to create a significant investment opportunity in the U.S. market, specifically focused on Ukrainian interests. PubCo, resulting from the merger, plans to file a registration statement with the SEC for shareholder voting on the merger, highlighting its importance and the anticipated benefits of the consolidation. The Company borrowed $150,000 under the promissory note and indicated that repayment could be made from funds held outside the trust account in the absence of a business combination.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025028067

Filing Summary: On April 2, 2025, Cohen Circle Acquisition Corp. I issued a promissory note to Cohen Circle Sponsor I, LLC, agreeing to loan up to $2,000,000 for potential use in a business combination. The note is non-interest bearing, with repayment details linked to the consummation of a business combination. A sum of $150,000 was borrowed under this note. The company previously announced on March 18, 2025, that it entered into a business combination agreement with VEON Amsterdam B.V. and related entities, referred to as the Kyivstar Group. The upcoming business combination is expected to be structured through a registration statement on Form F-4, aiming to solicit shareholder approvals and provide relevant documents regarding the merger.

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Form Type: 425

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000121390025025745

Filing Summary: Cohen Circle Acquisition Corp. I announced the execution of a business combination agreement with VEON Amsterdam B.V., VEON Holdings B.V., and Kyivstar Group Ltd. The agreement involves a merger leading to the formation of a new entity, referred to as PubCo, that aims to be the first U.S.-listed pure play Ukrainian investment opportunity. An updated investor presentation related to the business combination has been furnished, emphasizing the importance of shareholder approvals and regulatory compliance. Additional details about the forward-looking statements and risks associated with the merger have been provided, highlighting that certain conditions must be satisfied for completion.

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Form Type: 425

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025025748

Filing Summary: On March 21, 2025, Cohen Circle Acquisition Corp. I filed a form 425 relating to its business combination with VEON Ltd. and JSC Kyivstar, with an announcement on March 19, 2025, regarding the agreement for Kyivstar to acquire 97% of Uklon, a prominent Ukrainian ride-hailing and delivery platform. The transaction awaits approval from Cohen Circle's shareholders and standard closing conditions, anticipated to conclude in the third quarter of 2025. Additional financial disclosures were made regarding Uklon's performance metrics for the fiscal year 2024, which included revenue of USD 65 million and a 30% CAGR from FY21 to FY24. The intent behind the merger is to facilitate Kyivstar's listing on NASDAQ under the ticker symbol KYIV.

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Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000121390025025742

Filing Summary: Cohen Circle Acquisition Corp. I announced a Business Combination Agreement dated March 18, 2025, with VEON Amsterdam B.V., VEON Holdings B.V., and Kyivstar Group Ltd., collectively known as the Kyivstar Group. The combination aims to create a U.S.-listed entity with interests in Ukrainian investments. Key components include filing a registration statement on Form F-4 with the SEC, distributing a preliminary prospectus to secure shareholder proxies, and finalizing necessary approvals. The document also outlines forward-looking statements regarding expected benefits, risks associated with the closing of the transaction, and potential legal challenges. It clarifies that the filing does not constitute an offer to sell or a solicitation for proposals relating to the merger.

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Form Type: 425

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025025242

Filing Summary: Cohen Circle Acquisition Corp. I has filed Form 425 regarding VEON's expansion of its digital portfolio through the acquisition of Uklon, a top ride-hailing service in Ukraine. The acquisition by Kyivstar, VEON's subsidiary, involves the purchase of 97% of Uklon’s shares for USD 155.2 million. This marks a strategic move for Kyivstar into new digital consumer services. Uklon operates in 27 cities, connecting over 100,000 drivers and having facilitated over 100 million rides and more than 3 million deliveries in 2024. The agreement is subject to standard closing conditions and approvals, indicating confidence in Ukraine's digital economy. With this acquisition, VEON aims to enhance its existing services and expand operational capabilities into new markets, backed by a commitment to invest USD 1 billion in Ukraine's digital future from 2023 to 2027. Additionally, a business combination agreement signed on March 18, 2025, between VEON and Cohen Circle is expected to lead to Kyivstar's listing on Nasdaq.

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Form Type: 425

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000121390025024776

Filing Summary: On March 18, 2025, Cohen Circle Acquisition Corp. I executed a Business Combination Agreement with multiple parties, including VEON Amsterdam B.V., VEON Holdings B.V., and Kyivstar Group Ltd. This agreement outlines a merger where Cohen Circle Acquisition Corp. I will merge with a subsidiary of PubCo, resulting in the SPAC continuing its existence as the surviving entity. The Seller will transfer equity of VEON Holdings to PubCo in exchange for newly issued common shares and a loan note. Following the merger, an automatic conversion of outstanding SPAC units and warrants will occur, affecting the shares' structure. The Business Combination Agreement is subject to shareholder approval and various customary conditions, including obtaining regulatory approvals and maintaining the NASDAQ listing.

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Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000121390025024774

Filing Summary: On March 18, 2025, Cohen Circle Acquisition Corp. I entered into a Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd., and Varna Merger Sub Corp. The agreement involves a merger where Merger Sub will merge with SPAC, effectively making SPAC a wholly owned subsidiary of PubCo, the successor entity. As part of the transaction, VEON Holdings will be sold to PubCo in exchange for common shares and a loan note, consolidating its operations under PubCo. The agreement has been approved by the respective boards and includes customary representations, warranties, and covenants, along with conditions to closing such as shareholder approval and regulatory compliance. Various agreements, including a SPAC support agreement and sponsor agreement, are also executed to ensure the process aligns with shareholder interests and regulatory requirements. The overall merger will transform the corporate structure significantly, impacting equity distribution and shareholding mechanisms.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025002852

Filing Summary: On January 13, 2025, Cohen Circle Acquisition Corp. I and VEON Ltd. announced a joint press release regarding the signing of a letter of intent to enter into a business combination aimed at indirectly listing Kyivstar, VEON's digital operator in Ukraine, on the Nasdaq Stock Market in the U.S. Upon completion of the transaction, VEON is expected to retain at least an 80% stake in the publicly listed entity. The definitive agreement is anticipated to be executed by the second quarter of 2025, subject to board and shareholder approvals, regulatory approvals, and customary closing conditions. The press release highlights forward-looking statements regarding the potential outcomes and anticipated benefits of the merger, including investments and operational impacts. It is noted that this report does not constitute a solicitation or offer for securities related to the proposed business combination.

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