Kyivstar Group Ltd. Files 20-F, Declared Shell Company

TL;DR

Kyivstar Group Ltd. is a shell company, per its latest 20-F filing.

AI Summary

Kyivstar Group Ltd. filed a 20-F report on August 15, 2025, for the fiscal year ending August 14, 2025. The company, incorporated in Bermuda, operates in radio telephone communications and is headquartered in Dubai. This filing specifically designates Kyivstar Group Ltd. as a shell company.

Why It Matters

This filing indicates Kyivstar Group Ltd. is currently a shell company, which could impact its future business operations, investment status, and regulatory scrutiny.

Risk Assessment

Risk Level: medium — Being classified as a shell company can introduce higher risks due to potential lack of substantial business operations or assets, and increased regulatory oversight.

Key Numbers

• 001-42804 — SEC File Number (Identifies the specific SEC filing for Kyivstar Group Ltd.)
• 0002062440 — Central Index Key (Unique identifier for Kyivstar Group Ltd. in SEC systems.)

Key Players & Entities

• Kyivstar Group Ltd. (company) — Registrant
• August 14, 2025 (date) — Date of event requiring shell company report
• August 15, 2025 (date) — Filing date
• Dubai (location) — Business and mailing address
• Bermuda (location) — Jurisdiction of incorporation

FAQ

Key Financial Figures

• $178.4 million — Note for consideration of approximately $178.4 million (the “Sale”), whereby VEON
• $60.8 m — e redeemed for a value of approximately $60.8 million, resulting in a total of 17,152,9
• $13.50 — uo;s common shares meeting or exceeding $13.50 for 20 trading days of any consecutive

Filing Documents

• ea0252235-20f_kyivstar.htm (20-F) — 161KB
• ea025223501ex1-2_kyivstar.htm (EX-1.2) — 515KB
• ea025223501ex2-4_kyivstar.htm (EX-2.4) — 184KB
• ea025223501ex4-7_kyivstar.htm (EX-4.7) — 150KB
• ea025223501ex4-8_kyivstar.htm (EX-4.8) — 66KB
• ea025223501ex15-1_kyivstar.htm (EX-15.1) — 4KB
• ea025223501ex15-2_kyivstar.htm (EX-15.2) — 4KB
• ea025223501ex15-3_kyivstar.htm (EX-15.3) — 3KB
• 0001213900-25-077507.txt ( ) — 1086KB

identity of directors, senior management and advisers

item 1. identity of directors, senior management and advisers 5

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 5

Key Information

Item 3. Key Information 5

Information on the Company

Item 4. Information on the Company 6

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 6

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 7

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 7

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 7

Financial Information

Item 8. Financial Information 9

The Offer and Listing

Item 9. The Offer and Listing 9

Additional Information

Item 10. Additional Information 10

Quantitative and Qualitative Disclosures About Market Risk

Item 11. Quantitative and Qualitative Disclosures About Market Risk 11

Description of Securities Other Than Equity Securities

Item 12. Description of Securities Other Than Equity Securities 11 PART II II-1 PART III III-1

Financial Statements

Item 17. Financial Statements III-1

Financial Statements

Item 18. Financial Statements III-1

Exhibits

Item 19. Exhibits III-1 i Explanatory Note On August 14, 2025 (the “Closing Date”), Kyivstar Group Ltd., an exempted company limited by shares, incorporated and existing under the laws of Bermuda (“PubCo”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of March 18, 2025 (as amended, the “Business Combination Agreement”), by and among PubCo, Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (“Cohen Circle”), VEON Amsterdam B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law (the “Seller”), VEON Holdings B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law (“VEON Holdings”) and Varna Merger Sub Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”). Unless otherwise Combination Agreement. As of the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement (collectively, the “Transactions”): the sale from Seller to PubCo all of the issued and outstanding equity of VEON Holdings in exchange for 206,942,440 newly issued common shares of PubCo and the Seller Loan Note for consideration of approximately $178.4 million (the “Sale”), whereby VEON Holdings became a direct, wholly owned subsidiary of PubCo, the merger of Merger Sub with and into Cohen Circle upon the terms and subject to the conditions set forth in the Business Combination Agreement and the Plan of Merger and in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Merger”), with Cohen C

Identity of Directors,

Item 1. Identity of Directors, Senior Management and Advisers A. Directors and Senior Management Information regarding the directors and executive officers of PubCo after the completion of the Transactions is included in the Proxy Statement/Prospectus under the section titled “ Management of Kyivstar Group Ltd. After the Business Combination ” and is incorporated herein by reference. The business address for each of the directors and executive officers of PubCo is Unit 517, Level 5, Index Tower, Dubai International Financial Centre (DIFC), United Arab Emirates. B. Advisers Latham & Watkins LLP acts as U.S. securities counsel for PubCo. Wakefield Quin Limited acts as Bermuda counsel for PubCo. C. Auditors UHY LLP, located in Melville, New York, has acted as PubCo’s independent registered public accounting firm from PubCo’s inception through the consummation of the Transactions and is expected to serve as PubCo’s independent registered public accounting firm after the consummation of the Transactions. UHY LLP is registered with the Public Company Accounting Oversight Board (United States). UHY LLP, located in Melville, New York, has acted as VEON Holding’s independent registered public accounting firm from 2024 through the consummation of the Transactions. UHY LLP is registered with the Public Company Accounting Oversight Board (United States). WithumSmith+Brown, PC, located in New York, New York, has acted as Cohen Circle’s independent registered public accounting firm from 2021 through the consummation of the Transactions. WithumSmith+Brown, PC is registered with the Public Company Accounting Oversight Board (United States).

Offer Statistics

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Information regarding the capitalization and indebtedness is included in the Proxy Statement/Prospectus under the section entitled “ Unaudited Pro Forma Condensed Combined Financial Information ”, which is incorporated herein by reference. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The risk factors related to the business and operations of PubCo are described in the Proxy Statement/Prospectus under the section titled “ Risk Factors ” and is incorporated herein by reference. 5

Information on the

Item 4. Information on the Company A. History and Development of the Company Kyivstar Group Ltd., or “PubCo”, is an exempted company limited by shares, incorporated and existing under the laws of Bermuda on March 7, 2025. PubCo was formed for the sole purpose of entering into and consummating the Transactions. The principal executive office of PubCo is Unit 517, Level 5, Index Tower, Dubai International Financial Centre (DIFC), United Arab Emirates, and the telephone number of PubCo is +97 4 433 1145. See “ Explanatory Note ” in this Report for additional information regarding PubCo and the Business Combination. Certain additional information about PubCo is included in the Proxy Statement/Prospectus under the section titled “ Business of Kyivstar Group Ltd. Before the Business Combination ” and is incorporated herein by reference. The material terms of the Transactions are described in the Proxy Statement/Prospectus under the section titled “ Proposal No. 1—The Business Combination Proposal, ” which is incorporated herein by reference. PubCo is subject to certain of the informational filing requirements of the Exchange Act. Since PubCo is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of PubCo are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of PubCo’s common shares. In addition, PubCo is not required to file reports and financial However, PubCo is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm

Unresolved Staff

Item 4A. Unresolved Staff Comments None. 6

Operating and Financial

Item 5. Operating and Financial Review and Prospects Following and as a result of the Transactions, the business of PubCo is conducted through its indirect subsidiary, JSC Kyivstar (a direct, wholly owned subsidiary of VEON Holdings, which is a direct, wholly owned subsidiary of PubCo). The discussion and analysis of the financial condition and results of operations of VEON Holdings – including its direct, wholly owned subsidiary, JSC Kyivstar – is included in the Proxy Statement/Prospectus under the section titled “ Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations ”, which is incorporated herein by reference.

Directors, Senior

Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Information regarding the directors and executive officers of PubCo after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “ Management of Kyivstar Group Ltd. After the Business Combination ” and is incorporated herein by reference. B. Compensation Information regarding the compensation of the directors and executive officers of PubCo, including a summary of the share-based compensation plan, to be administered by the PubCo board, is included in the Proxy Statement/Prospectus under the section titled “ Management of Kyivstar Group Ltd. After the Business Combination—Post-Combination Kyivstar Group Ltd. Director and Executive Compensation ” and is incorporated herein by reference. C. Board Practices Information regarding the board of directors of PubCo is included in the Proxy Statement/Prospectus under the section titled “ Management of Kyivstar Group Ltd. After the Business Combination ” and is incorporated herein by reference. D. Employees Following and as a result of the Transactions, the business of PubCo is conducted through its indirect subsidiary, JSC Kyivstar (a direct, wholly owned subsidiary of VEON Holdings, which is a direct, wholly ow

View Full Filing

View this 20-F filing on SEC EDGAR