CCIR SEC filings, in plain English
Everything Cohen Circle Acquisition Corp. I has filed with the SEC that we hold — 40 filings, newest first, 25 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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 vs 2025-05-13trust $235.8M → $238.3M +1%sponsor loan $150K → $525Ktrust account, sponsor loans outstanding, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $235.8M$238.3M
- Sponsor loans outstanding
- $150K$525K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,458,506 was added to the trust between the two filings.
The clause “37,191 955,569 Long-term prepaid insurance 35,701 101,951 Marketable securities held in Trust Account 238,271,514 233,369,247 TOTAL ASSETS $ 238,544,406 $ 234,426,767 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
SpacBrain reads this as the sponsor has advanced $375,000 more.
The clause …“Offering. During the three and six months ended June 30, 2025, the Company borrowed $ 525,000 under the Promissory Note. As of June 30, 2025, the balance under the Promissory Note was $ 525,000 . If the Company is unable to raise”…
The clause …“acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying”…
The clause “500,000,000 shares authorized; 715,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) at June 30, 2025 and December 31, 2024 72 72 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Cohen Circle Acquisition Corp. I (CCIR) furnished Kyivstar Group's 2Q25 trading update: total operating revenue USD 284m (+20.9% y/y USD, +25.9% local), profit USD 82m (+13.9%, 28.9% margin), adjusted EBITDA USD 165m (+18.7%, 58.1% margin), with first-time consolidation of Uklon from April contributing USD 21.7m revenue and USD 9.3m adjusted EBITDA; direct digital revenue reached ~10.3-10.7% of total. The release also discloses non-redemption agreements with accredited institutional investors including Helikon and Clearline covering roughly 5.05 million CCIR Class A shares / USD 52.3 million of trust, which secures the USD 50 million minimum-cash condition for the business combination. A definitive proxy statement/prospectus was mailed July 22, 2025 under Form F-4 (File No. 333-287802) co-registered by Kyivstar Group Ltd. and VEON Holdings B.V. Why it matters: The non-redemption agreements neutralize the single biggest closing risk by pre-funding the minimum-cash condition regardless of the redemption rate, and the operating numbers are the last pre-vote financial datapoint for the target that would become the only pure-play Ukrainian listing in the U.S.
What changed: Item 8.01: on 2025-07-23 Cohen Circle Acquisition Corp. I postponed its extraordinary general meeting on the Kyivstar/VEON business combination from Monday 2025-08-11 to Tuesday 2025-08-12 at 11:00 a.m. ET (webcast at cstproxy.com/cohencircle/2025). No change to location, record date, purpose or proposals; the public-share redemption deadline is 5:00 p.m. ET on 2025-08-08 (two business days before the meeting). Why it matters: 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.
What changed: 8-K/425, Item 8.01: on July 23, 2025 Cohen Circle Acquisition Corp. I postponed its extraordinary general meeting from Monday, August 11, 2025 to Tuesday, August 12, 2025 at 11:00 a.m. Eastern Time, with no change to location, record date, purpose or proposals. Shareholders may request redemption of their shares for cash until 5:00 p.m. Eastern Time on August 8, 2025 (two business days before the meeting). PubCo's Form F-4 for the business combination is on file with the SEC. Why it matters: 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.
What changed: Definitive additional materials attaching a Form 8-K dated July 23, 2025 in which Cohen Circle Acquisition Corp. I postponed its extraordinary general meeting from Monday, August 11, 2025 to Tuesday, August 12, 2025 at 11:00 a.m. ET, with no change to location, record date, purpose or proposals; live webcast at cstproxy.com/cohencircle/2025. Shareholders may request redemption of all or part of their shares for cash until 5:00 p.m. ET on August 8, 2025, two business days before the meeting. The business combination is with the Kyivstar Group (seller VEON Ltd.), with PubCo's Form F-4 registration statement on file with the SEC. Securities listed on Nasdaq as CCIRU (units, one Class A ordinary share plus one-third warrant), CCIR (Class A ordinary shares) and CCIRW (warrants exercisable at $11.50). Why it matters: 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.
What changed: Cohen Circle Acquisition Corp. I filed a merger proxy for its business combination with Kyivstar Group Ltd., a Bermuda company, under an agreement dated March 18, 2025, at which the Seller will transfer all equity of VEON Holdings in exchange for newly issued Kyivstar common shares and a Seller Loan Note. Based on the $11.07 Nasdaq closing price for the Public Shares on July 21, 2025, the Founder Shares held by the Sponsors would be worth $87,508,350, against approximately $7,150,000 the Sponsors and Cantor paid for those securities. Why it matters: 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.
What changed: Item 1.01: on 2025-07-10 Cohen Circle Acquisition Corp. I, VEON Amsterdam B.V. (Seller), VEON Holdings B.V., Kyivstar Group Ltd. (PubCo) and Varna Merger Sub Corp. entered Amendment No. 2 to the 2025-03-18 Business Combination Agreement, adjusting the number of Kyivstar Group common shares allocable to the Seller and to the Sponsor at closing (the 'Adjustment'). The same day the Company, Cohen Circle Sponsor I LLC, Cohen Circle Advisors I LLC, Cantor Fitzgerald & Co., PubCo and the Seller signed Amendment No. 1 to the Sponsor Agreement to conform to the Adjustment. This follows BCA Amendment No. 1 dated 2025-06-24. Why it matters: 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.
What changed: 8-K/425, Item 1.01: on July 10, 2025 Cohen Circle Acquisition Corp. I, VEON Amsterdam B.V. (Seller) and the Kyivstar Group companies (VEON Holdings B.V., Kyivstar Group Ltd. of Bermuda, Varna Merger Sub Corp.) entered Amendment No. 2 to the March 18, 2025 Business Combination Agreement, adjusting the number of Kyivstar Group Ltd. common shares allocable to the Seller and the Sponsor at Closing. The same day the parties, the Cohen Circle sponsors and Cantor Fitzgerald signed Amendment No. 1 to the Sponsor Agreement to conform to that Adjustment. This follows BCA Amendment No. 1 of June 24, 2025; PubCo's Form F-4 is on file. Why it matters: Reallocates closing share consideration between the seller (VEON) and the sponsor, changing post-close ownership splits ahead of the CCIR vote.
What changed: Rule 425 soliciting material: transcript of the July 14, 2025 SPAC Insider podcast with Kyivstar CEO Oleksandr Komarov on the $2.2 billion combination with Cohen Circle Acquisition Corp. I. Komarov states Kyivstar holds roughly 50% mobile revenue share and 48% subscriber share in Ukraine but only about 14% of broadband, describes maintaining high EBITDA margins through the war, and frames the deal as the first pure-play Ukrainian listing in the US and a vehicle for consolidation and reconstruction exposure. Why it matters: Management's own framing of the $2.2bn valuation and market-share position, useful as target color, but it is promotional and adds no binding terms.
What changed: 8-K/425, Item 7.01 (furnished, not filed): on July 10, 2025 VEON Ltd. and Cohen Circle Acquisition Corp. I issued a press release announcing the execution of non-redemption agreements with accredited institutional investors in connection with the Kyivstar business combination. The 8-K body discloses no counterparty names, share counts or incentive terms; those are in the furnished Exhibit 99.1. Why it matters: 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.
What changed: Item 7.01: on 2025-07-10 VEON Ltd. and Cohen Circle Acquisition Corp. I issued a press release announcing the execution of non-redemption agreements with accredited institutional investors in connection with the Kyivstar Group business combination (BCA dated 2025-03-18). The Item 7.01 text furnishes no share counts, incentive share amounts or dollar values for the NRAs. Why it matters: 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.
What changed: Rule 425 soliciting material reproducing VEON's July 9, 2025 X posts ahead of the Ukraine Recovery Conference (URC25) in Rome, describing VEON's and Kyivstar's role in Ukraine's connectivity and reconstruction (Starlink partnership, Uklon, HELSI, Kyivstar.Tech, Kyivstar TV). No terms, figures or dates for the Cohen Circle business combination are disclosed. Why it matters: Marketing communication with no transaction facts.
What changed: 425 filing of Exhibit 2.1: Amendment No. 1 to the Kyivstar Business Combination Agreement, executed June 24, 2025 among VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (Bermuda), Varna Merger Sub Corp. and Cohen Circle Acquisition Corp. I. It replaces the definition of 'Fully Diluted Share Count' (now New PubCo Common Shares outstanding immediately after Closing including any PIPE shares, plus shares issuable on exercise of the New PubCo Public Warrants and the New PubCo Equity Plan Amount), redefines 'New PubCo Common Shares' as common shares with $0.01 par value, and replaces Section 7.15(a). Why it matters: 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.
What changed: Exhibit 2.1: Amendment No. 1, dated 2025-06-24, to the 2025-03-18 Kyivstar business combination agreement among VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (New PubCo), Varna Merger Sub Corp. and Cohen Circle Acquisition Corp. I. It restates 'Fully Diluted Share Count' to include PIPE shares, public-warrant shares and the equity-plan amount; sets New PubCo common shares at $0.01 par; sizes the New PubCo board at five to eleven directors with one designee from the SPAC and up to ten from VEON; adds a post-closing equity incentive plan; makes each party bear its own expenses on termination with New PubCo paying outstanding transaction expenses at closing; and revises the 'Adjusted Cash' definition (net cash of the Ukrainian group, M&A consideration, VEON Holdings cash, CapEx overage/deficit, excluding Old Bond debt and New Bonds Repayment cash). It records that on 2025-06-14 New PubCo consolidated share capital, raising par from $0.001 to $0.01 and cutting authorized shares from 2,000,000,000 to 200,000,000. Why it matters: 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.
What changed: 425 filing of VEON Ltd.'s Form 6-K for June 2025: on June 5, 2025 VEON announced the initial public filing with the SEC of subsidiary Kyivstar Group Ltd.'s Form F-4 registration statement in connection with the planned Nasdaq listing via the Cohen Circle Acquisition Corp. I business combination announced March 18, 2025. Exhibits 99.1 and 99.2 are the VEON and PubCo press releases and Exhibit 99.3 is an updated investor presentation to be used by PubCo and Cohen Circle. Why it matters: Marks the F-4 going public — the point at which the CCIR/Kyivstar proxy timetable and the deal's disclosure record become reviewable.
What changed: 425: Kyivstar Group press release of June 5, 2025 announcing the public filing of its Form F-4 (File No. 333-287802), co-registered with VEON Holdings B.V., which contains Cohen Circle's preliminary proxy statement/prospectus. Closing of the CCIR business combination is expected during the third quarter of 2025, subject to Cohen Circle shareholder approval and customary conditions. Kyivstar reports more than 23 million mobile customers and over 1.1 million fixed-line home internet customers as of December 31, 2024, and VEON with Kyivstar intends to invest USD 1 billion in Ukraine by 2027. Why it matters: Gives the F-4 file number, the Q3 2025 closing expectation and the operating scale behind the first pure-play Ukrainian Nasdaq listing.
What changed: 8-K/425, Item 7.01 (furnished): on June 5, 2025 Cohen Circle Acquisition Corp. I furnished an updated investor presentation as Exhibit 99.1 in connection with 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. The 8-K body itself contains no financial terms; the substance is the furnished deck. Why it matters: Refreshed deck accompanying the F-4 filing; the numbers live in the exhibit, not the report.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.