Cohen Circle Acquisition Corp. I

Moves the vote and the hard redemption cut-off on the Kyivstar deSPAC by one day — the operative dates for anyone trading the redemption/arbitrage window.

Moves the vote and the hard redemption deadline by one day — the redemption cut-off (2025-08-08 5:00 p.m. ET) is the date that actually binds arbitrageurs.

Sets the operative deSPAC vote date of August 12, 2025 and the hard redemption cutoff of 5:00 p.m. ET August 8, 2025 for the Kyivstar/VEON transaction — the dates that govern any redemption or unit-arb position in CCIR.

The sponsor conflict is quantified in the document itself: $7.15 million invested producing $87.5 million of Founder Share value at closing, or zero if the deal fails by October 10, 2026 - so the sponsors are economically compelled to complete almost any transaction. Public holders face the opposite incentive, since they can redeem at the $10.36 filed trust value. The target is a Ukrainian telecom carved out of VEON, adding conflict and geopolitical risk to that asymmetry.

Reallocates closing share consideration between the seller (VEON) and the sponsor, changing post-close ownership splits ahead of the CCIR vote.

Second amendment in under a month reallocates closing share consideration between VEON and the sponsor group, shifting pro-forma ownership in the Kyivstar deSPAC ahead of the August 2025 vote.

Non-redemption agreements are how the parties defend trust cash ahead of the Kyivstar vote, but with no figures disclosed here the amount of protected trust is unquantified.

Non-redemption agreements directly reduce expected redemptions at the CCIR vote and are usually paid for in sponsor shares — the size of the commitment is the number to chase in Exhibit 99.1.

VEON gets up to ten of eleven New PubCo board seats against one for the SPAC, confirming Kyivstar as a VEON-controlled listing, and the reworked Adjusted Cash mechanic determines the closing consideration adjustment.

The Fully Diluted Share Count definition drives the exchange ratio and post-close ownership; folding warrants and the equity plan into it dilutes the per-share consideration relative to the original BCA.

Marks the F-4 going public — the point at which the CCIR/Kyivstar proxy timetable and the deal's disclosure record become reviewable.

Gives the F-4 file number, the Q3 2025 closing expectation and the operating scale behind the first pure-play Ukrainian Nasdaq listing.

The only hard financials on the CCIR target: the headline 37-50% growth is largely a base effect, with underlying growth near 20% revenue and 10% EBITDA.

Removes the two structural closing conditions of the CCIR deal — the demerger and the 2027 bond issuer substitution — and names the post-close ticker KYIV.

Working-capital funding line for the Kyivstar deal that is explicitly non-convertible, so it creates no additional dilution — and confirms the SPAC was running on sponsor loans by April 2025.

Sponsor working-capital funding for the Kyivstar deal is now debt with no conversion feature, so it creates no additional dilution but signals CCIR is running on sponsor loans rather than cash outside trust.

Sets the hard deadline at October 15, 2026 with a $230 million trust and a 7.9 million founder block, and shows that about 3.16 million of those founder shares — roughly 40% of the promote — were pre-committed to seventeen anchor institutions that have no obligation to support any eventual deal.

The only quantified view of the Uklon asset being folded into the CCIR target before the vote; note the city count (47) differs from the 27 cities stated in VEON's own March 19, 2025 acquisition release.

A $155.2 million acquisition by the CCIR target signed one day after the business combination agreement — it changes the perimeter of what CCIR shareholders are voting on.

This is the signed definitive agreement taking Kyivstar public via CCIR; closing hinges on a multi-step VEON carve-out and bond restructuring rather than on ordinary conditions, and the sponsor has pre-committed its shares and waived anti-dilution.

The controlling document for the Kyivstar deal, and it makes closing hostage to three separate corporate/bond restructurings plus a sanctions covenant — unusually heavy condition risk for a SPAC merger.

First public disclosure of the Kyivstar deal and of VEON's intent to keep 80%-plus of the listed company, meaning CCIR shareholders end up with a small minority float; at this stage it was only an LOI.

Sets CCIR's starting trust at $231.15M / $10.05 per share with a $9.8M deferred underwriting overhang — the baseline against which Kyivstar-deal redemptions and non-redemption agreements should be measured.

What changed: Cohen Circle Acquisition Corp. I (CCIR) reported the results of its August 12, 2025 extraordinary general meeting on the March 18, 2025 Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (Bermuda PubCo) and Varna Merger Sub Corp. Of 31,620,000 ordinary shares outstanding on the July 21, 2025 record date, 18,360,217 (about 58.07%) were present. The business combination proposal passed 15,867,253 for / 1,691,416 against / 801,548 abstain, and the merger and charter proposal passed 15,867,248 for / 1,691,416 against / 801,553 abstain, renaming the surviving company Kyivstar Cayman Corp. with share capital of $55,500 divided into 555,000,000 ordinary shares. The company expected closing on or about August 14, 2025 with PubCo shares and warrants trading on Nasdaq as KYIV and KYIVW on or about August 15, 2025. Signed by President and CEO Betsy Z. Cohen. Why it matters: Shareholder approval and a stated closing date for the Kyivstar deSPAC, taking Ukraine's largest mobile operator public on Nasdaq; no redemption figures were disclosed in this report, so the trust outcome must be sourced elsewhere.

What changed: Cohen Circle Acquisition Corp. I filed as Rule 425 material August 8, 2025 VEON social-media posts highlighting Kyivstar Group's 2Q25 trading update and earnings release, relating to the pending Kyivstar Group Ltd. business combination. No deal terms. Why it matters: Social-media soliciting material referencing target results; no transaction disclosure.

What changed: Cohen Circle Acquisition Corp. I filed August 8, 2025 VEON/Kyivstar social-media images as Rule 425 material. The OCR'd text indicates 2Q25 revenue growth of 6.9% year over year in reported currency and 11.2% in local currency, direct digital service revenue growth of about 56.6% now representing roughly 16.5% of group revenues, and a raised 2025 outlook of 13-15% local-currency revenue growth and 14-16% local-currency EBITDA growth with capex intensity of 17-18%. Why it matters: Target-level operating metrics for the Kyivstar deSPAC, although the source is a low-quality image transcription of VEON group figures rather than Kyivstar-only financial statements.

What changed: Cohen Circle Acquisition Corp. I filed an August 8, 2025 transcript of VEON management commentary as Rule 425 material: 2Q25 revenue growth of 5.9% in US dollar terms, EBITDA growth over 13%, direct digital revenues up 57% year over year to $180 million and 16.5% of total revenues, more than 120 million digital users, and a raised full-year 2025 outlook of 13-15% top-line and 14-16% EBITDA growth. Why it matters: Provides quantified operating momentum for the VEON/Kyivstar business ahead of the August 12, 2025 shareholder vote, though these are group-level rather than Kyivstar-standalone figures.

What changed: Cohen Circle Acquisition Corp. I disclosed that as of the redemption deadline ahead of its August 12, 2025 extraordinary general meeting, holders of 5,847,015 Class A ordinary shares — 25.4% of public Class A shares — properly exercised redemption rights. All 7,666,667 public warrants, which carry no redemption rights, remain outstanding. Subject to shareholder approval, approximately $178 million is expected to remain in trust at closing of the Kyivstar business combination (with VEON Amsterdam B.V. as Seller, VEON Holdings B.V., Kyivstar Group Ltd. of Bermuda as PubCo, and Varna Merger Sub Corp.), which was expected to occur on or about August 14, 2025. Why it matters: A 25.4% redemption rate is unusually low for a 2025 deSPAC and leaves roughly $178 million of trust cash at closing — well above the $50 million minimum-cash condition — confirming the Kyivstar deal closes with real capital rather than an emptied trust.

What changed: 425 soliciting material consisting of an Otter.ai transcript excerpt (about 1 minute 42 seconds) from a SPACInsider podcast segment dated August 11, 2025, in which a Kyivstar executive describes the company's digital services: leadership in entertainment/SVOD via Kyivstar TV, ride-hailing via the Uklon acquisition, digital health, and a B2B stack of own-cloud (with Microsoft and Amazon hyperscaler partnerships), big data and advertising, cybersecurity and agriculture services. Why it matters: Promotional podcast content with no new financial or transaction facts ahead of the August 12, 2025 CCIR vote.

What changed: Cohen Circle Acquisition Corp. I Q2 2025 10-Q (quarter ended June 30, 2025), filed August 11, 2025, one day before the Kyivstar business combination vote: marketable securities held in trust of $238,271,514 against 23,000,000 Class A ordinary shares at a redemption value of $10.36 per share, up from $10.15 at December 31, 2024. Cash outside trust had fallen to $33,784 from $699,511 at year end, with accrued expenses of $1,979,207, a $525,000 related-party promissory note drawn during the period, and a $9,800,000 deferred underwriting fee. Net income was $1,456,466 for the quarter and $1,695,310 for the half on $4,902,267 of trust interest against $3,206,957 of six-month G&A; accumulated deficit was $12,114,640 and total shareholders' deficit $12,113,777. Shares outstanding as of August 8, 2025 were 23,715,000 Class A (23,000,000 redeemable plus 715,000 non-redeemable) and 7,905,000 Class B. Why it matters: This sets the $10.36 per-share redemption price public holders were choosing between and the Kyivstar deal at the August 12, 2025 meeting. Operating cash outside trust of $33,784 against nearly $2.0 million of accrued expenses shows the shell was running on sponsor loans into the closing, so deal costs land on the post-combination balance sheet.

What changed: Cohen Circle Acquisition Corp. I disclosed that as of the redemption deadline ahead of its August 12, 2025 extraordinary general meeting, holders of 5,847,015 Class A ordinary shares — 25.4% of public Class A shares — properly exercised redemption rights. All 7,666,667 public warrants remain outstanding. Subject to shareholder approval, approximately $178 million was expected to remain in the trust account at closing of the Kyivstar Group business combination, expected on or about August 14, 2025 under the March 18, 2025 Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (Bermuda) and Varna Merger Sub Corp. Why it matters: A 25.4% redemption still leaves roughly $178 million of trust cash delivered to Kyivstar at an August 14, 2025 closing — an unusually strong non-redemption outcome and the confirmed closing date for the CCIR deSPAC.

What changed: DEFA14A: Prospectus Supplement No. 1 to Kyivstar Group Ltd.'s July 22, 2025 prospectus (Form F-4 No. 333-287802), covering up to 23,000,000 common shares, up to 7,666,667 warrants and the 7,666,667 shares underlying them, with shares expected to list on Nasdaq as KYIV and warrants as KYIVW. It supplements the prospectus with Kyivstar's Q2 2025 trading update: total operating revenue USD 284 million (UAH 11.8 billion), up 20.9% in USD and 25.9% in local currency; profit USD 82 million, up 13.9%, at a 28.9% margin; adjusted EBITDA USD 165 million, up 18.7%, at a 58.1% margin. Uklon was consolidated from April and contributed USD 21.7 million of revenue and USD 9.3 million of adjusted EBITDA in the quarter, lifting direct digital revenue to 10.3% of total operating revenue. Why it matters: The last pre-vote financial update on the CCIR target, including the first quarter of Uklon consolidation, plus the confirmed KYIV/KYIVW listing symbols and the exact share/warrant counts being registered.