Amendment: SEC Form SCHEDULE 13D/A filed by Kyivstar Group Ltd.
$KYIV
Telecommunications Equipment
Telecommunications
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Kyivstar Group Ltd. (Name of Issuer) |
Common Shares, par value $0.01 per share (Title of Class of Securities) |
G5331N101 (CUSIP Number) |
Mehar Jagota 2929 Arch Street, Suite 1703, Philadelphia, PA, 19104 (267) 703-4396 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G5331N101 |
| 1 |
Name of reporting person
Cohen Circle Sponsor I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,894,665.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G5331N101 |
| 1 |
Name of reporting person
Cohen Circle Advisors I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,115,688.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G5331N101 |
| 1 |
Name of reporting person
Betsy Z. Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,010,353.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Ms. Cohen is the Manager of each of Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC and shares voting and investment power over shares held by those entities and disclaims beneficial ownership over any securities in which she does not have any pecuniary interest.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.01 per share | |
| (b) | Name of Issuer:
Kyivstar Group Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 517,Level 5 Index Tower, Dubai International Financial Centre, DIFC,
UNITED ARAB EMIRATES
, 00000. | |
Item 1 Comment:
Introductory Note This Amendment No. 2 to Schedule 13D (this "Amendment") relates to the common shares, par value $0.01 per share of Kyivstar Group Ltd. (the "Issuer"). This Amendment amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on October 17, 2024 and the Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on January 3, 2025 (together, the "Original Schedule 13D"), in each case with respect to the ordinary shares, par value $0.0001 per share of Cohen Circle Acquisition Corp. I (the "Previous Issuer").
On August 14, 2025, the Issuer consummated the previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of March 18, 2025 (as amended, the "Business Combination Agreement"), by and among the Issuer, the Previous Issuer, VEON Amsterdam B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, VEON Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and Varna Merger Sub Corp., an exempted company incorporated with limited liability in the Cayman Islands. As a result of the Business Combination, except as otherwise described in this Amendment, the ordinary shares of the Previous Issuer held by the Reporting Persons at the time of the Business Combination were converted into an equal number of common shares of the Issuer.
Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by: (i) Cohen Circle Sponsor I, LLC ("Sponsor"), which is the holder of record of 3,894,665, or approximately 1.7%, of the issued and outstanding common shares of the Issuer (230,863,523) outstanding as of the closing of the Business Combination; (ii) Cohen Circle Advisors I, LLC ("Advisors"), which is the holder of record of 2,115,688, or approximately 0.9%, of the issued and outstanding common shares of the Issuer (230,863,523) outstanding as of the closing of the Business Combination; and (iii) Betsy Z. Cohen, a director of the Issuer, and also the Manager of Sponsor and Advisors. | |
| (b) | The address of the principal business and principal office of each of Sponsor, Advisors and Ms. Cohen is c/o Cohen Circle, LLC, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104. | |
| (c) | Sponsor and Advisors' principal businesses are to act as the Issuer's sponsor. The principal occupation of Ms. Cohen is to serve as a director of the Issuer. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Sponsor and Advisors are each a Delaware limited liability company. Ms. Cohen is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No change. | ||
| Item 4. | Purpose of Transaction | |
No change. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Calculation of the percentage of common shares beneficially owned is based on 230,863,523 common shares outstanding as of the closing of the Business Combination. The aggregate number and percentage of common shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference. As of August 14, 2025, each of Sponsor and Advisors was controlled by its Manager, Betsy Cohen. Ms. Cohen may be deemed to have beneficial ownership of securities reported herein, however, Ms. Cohen disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest she may have therein, directly or indirectly. | |
| (b) | The information in Item 5(a) is incorporated herein by reference. | |
| (c) | Pursuant to the terms of that certain Sponsor Agreement dated March 18, 2025 (as amended, the "Sponsor Agreement"), on the closing date of the Business Combination, Sponsor and Advisors forfeited (i) an aggregate of 2,609,647 Class B ordinary shares of the Previous Issuer and (ii) all 238,333.33 Private Placement Warrants of the Previous Issuer, in each case held by Sponsor and Advisors. | |
| (d) | Not applicable. | |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the common shares of the Issuer on August 14, 2025, the closing date of the Business Combination. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No change. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 2.1 Business Combination Agreement, dated as of March 18, 2025, by and among Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., VEON Amsterdam B.V., VEON Holdings B.V., and Varna Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-42369) of Cohen Circle Acquisition Corp. I filed with the SEC on March 18, 2025).
Exhibit 2.2 Amendment No. 1 to the Business Combination Agreement, dated as of June 24, 2025, by and among Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., VEON Amsterdam B.V., VEON Holdings B.V., and Varna Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-42369) of Cohen Circle Acquisition Corp. I filed with the SEC on June 27, 2025).
Exhibit 2.3 Amendment No. 2 to the Business Combination Agreement, dated as of July 10, 2025, by and among Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., VEON Amsterdam B.V., VEON Holdings B.V., and Varna Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-42369) of Cohen Circle Acquisition Corp. I filed with the SEC on July 15, 2025).
Exhibit 10.4 Sponsor Agreement, dated as of March 18, 2025, by and among Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, Cantor Fitzgerald & Co., and VEON Amsterdam B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-42369) of Cohen Circle Acquisition Corp. I filed with the SEC on March 18, 2025).
Exhibit 10.5 Amendment No. 1 to Sponsor Agreement, dated as of July 10, 2025, by and among Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, Cantor Fitzgerald & Co., and VEON Amsterdam B.V. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-42369) of Cohen Circle Acquisition Corp. I filed with the SEC on July 15, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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