As filed with the Securities and Exchange Commission on June 24, 2025.

Registration No. 333-287802

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

KYIVSTAR GROUP LTD.*
(Exact name of registrant as specified in its charter)

__________________________________________

Index Tower (East Tower)
Unit 1703
Dubai (DIFC)
United Arab Emirates
+97 4 433 1145
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)

__________________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

__________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

*         For information regarding the Co-Registrant, see “Co-Registrant Table” on the following page.

The Registrant and Co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the associated registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell any securities and it is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.

Class A Ordinary Share and one-third of one Cohen Circle Public Warrant (the “Unit Separation”); (B)(i) the 2,155,000 Cohen Circle Class B Ordinary Shares held by Cohen Circle Sponsor I, LLC or Cohen Circle Advisors I, LLC (together the “Sponsors”) shall be surrendered by the Sponsors to Cohen Circle and such shares shall be automatically cancelled without any conversion thereof or payment or other consideration therefor (the “Forfeited Sponsor Shares”); and (ii) each Cohen Circle Ordinary Share, that is issued and outstanding immediately prior to the Merger Effective Time, owned by Cohen Circle as a treasury share immediately prior to the Merger Effective Time, shall automatically be cancelled without any conversion thereof or payment or other consideration therefor (the “Cancelled Treasury Shares”); (C)(i) each eligible outstanding share of the Cohen Circle’s Class B ordinary shares, par value $0.0001 per share (each, a “Cohen Circle Class B Ordinary Share” and, together with the Cohen Circle Class A Ordinary Share, the “Cohen Circle Ordinary Shares”), (excluding the Forfeited Sponsor Shares and the Cancelled Treasury Shares), shall automatically convert into a Cohen Circle Class A Ordinary Share; and (ii) each Cohen Circle Class A Ordinary Share (including the Cohen Circle Class A Ordinary Shares held as a result of the Unit Separation described above and the Cohen Circle Class A Ordinary Shares converted as a result of clause (C)(i) above) shall convert into the right to receive one Kyivstar Group Ltd. common share, par value $0.01 per share (each, a “Kyivstar Group Ltd. Common Share”); and (D) each Cohen Circle Public Warrant outstanding and unexercised immediately prior to the Merger Effective Time, whether or not vested, including the Cohen Circle Public Warrants held as a result of the Unit Separation described in clause (A) above, shall convert into a Kyivstar Group Ltd. Warrant to purchase Kyivstar Group Ltd. Common Shares, and each Cohen Circle Private Placement Warrant (as defined below) will be cancelled for no consideration.

At the Sale Effective Time, by virtue of the Sale and the execution of a Transfer Deed by and between the Seller and Kyivstar Group Ltd. (the “Transfer Deed”), the Seller will sell to Kyivstar Group Ltd. all of the issued and outstanding equity of VEON Holdings in exchange for (i) newly issued Kyivstar Group Ltd. Common Shares, which shall equal the Seller Share Consideration Number (which is defined as the number of the Kyivstar Group Ltd. Common Shares equal to (a) the amount of Closing Equity Value less the Seller Loan Note Consideration Amount (as defined below), divided by (b) $10.35); provided that the resulting number shall be rounded down to the nearest whole number and (ii) the Seller Loan Note in the amount equal to the Seller Loan Note Consideration Amount (which is defined as the dollar amount equal to the Cash Investment Amount (as defined below), which in turn is defined as the sum of (a) the PIPE Investments (as such term is defined in the Business Combination Agreement) (if any), plus (b) the aggregate amount of cash contained in the Trust Account (as defined below) immediately prior to the Closing (prior to giving effect to the SPAC Shareholder Redemption (as such term is defined in the Business Combination Agreement)), less (c) the Aggregate SPAC Shareholder Redemption Payments Amount (as such term is defined in the Business Combination Agreement)). The “Closing Equity Value” is defined as the amount equal to (a) $2,210,000,000 plus (b) the Cash Adjustment Excess less (c) the Cash Adjustment Shortfall. The “Cash Adjustment Excess” is defined as (a) the amount by which the Adjusted Cash exceeds the Target Net Cash or (b) zero if there is no such excess. The “Cash Adjustment Shortfall” is defined as (a) the amount by which the Target Net Cash exceeds the Adjusted Cash or (b) zero if there is no such excess. The “Target Net Cash” is defined as $560,000,000. “Adjusted Cash” will be determined based on the financial statements of VEON Holdings and the Ukrainian Subsidiaries as of a month-end prior to the Closing, and will include certain categories of cash of VEON Holdings and the Ukrainian Subsidiaries less certain categories of funded indebtedness of the Ukrainian Subsidiaries, adjusted to (i) exclude the impact of acquisitions permitted under the Business Combination Agreement and debt obligations and debt repayments in respect the 2025 Bonds and the 2027 Bonds and (ii) take into account any excess or shortfall in the actual capital expenditure experience of the Ukrainian Subsidiaries during the period from January 1, 2025 through such month-end as compared to an agreed capital expenditure budget for such Ukrainian Subsidiaries during such time period.

Each Merger Sub Ordinary Share, that is issued and outstanding immediately prior to effectiveness of the merger (the “Merger Effective Time”), shall be automatically cancelled in exchange for one validly issued, fully paid and non-assessable ordinary share of the Surviving Company. The ordinary shares of the Surviving Company shall have the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding share capital of the Surviving Company.

Cohen Circle Units, Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”), under the symbols “CCIRU,” “CCIR,” and “CCIRW,” respectively. Upon the closing of the Business Combination, the Cohen Circle Units, Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants (collectively, the “Cohen Circle Securities”) will be delisted from Nasdaq. Kyivstar Group Ltd. intends to apply to list the Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants on Nasdaq under the symbols “KYIV” and “KYIVW”, respectively, upon the closing of the Business Combination. Cohen Circle cannot assure you that the Kyivstar Group Ltd. Common Shares or Kyivstar Group Ltd. Warrants will be approved for listing on Nasdaq.

Cohen Circle is holding an extraordinary general meeting in order to obtain the shareholder approvals necessary to consummate the Business Combination. At the Cohen Circle extraordinary general meeting, which will be held on           , 2025, at           a.m., Eastern time, via live webcast at and           at           , unless postponed or adjourned to a later date, Cohen Circle will ask its shareholders to approve the Business Combination Agreement and the Business Combination, and approve the other proposals described in the accompanying proxy statement/prospectus.

On March 18, 2025, the Cohen Circle board of directors (the “Cohen Circle Board”) received a fairness opinion from Northland Capital Markets as to the fairness of the transactions to the holders of Cohen Circle Class A Ordinary Shares from a financial point of view as of such date. See “Proposal One — The Business Combination Proposal — Summary of Valuation Analysis and Opinions of Financial Advisor to the Cohen Circle Board and Holders of Cohen Circle Class A Ordinary Shares” and the opinion of Northland Capital Markets included as Annex H to this proxy statement/prospectus. The independent directors of Cohen Circle are not required, under the Cohen Circle Articles (as defined herein) and the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), to retain an unaffiliated representative to act solely on behalf of unaffiliated securityholders of Cohen Circle for purposes of negotiating the terms of the Business Combination Agreement and/or preparing a report concerning the approval of the Business Combination and no such person was retained.

After careful consideration, the respective Cohen Circle and VEON boards of directors have unanimously approved the Business Combination Agreement, the Cohen Circle Board has approved the other proposals described in the accompanying proxy statement/prospectus, and each of the Cohen Circle and VEON boards of directors has determined that it is advisable to consummate the Business Combination. The Cohen Circle Board recommends that its shareholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus. When you consider the Cohen Circle Board’s recommendations of these proposals, you should keep in mind that the Sponsors and Cohen Circle’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of the proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination — Interests of the Sponsors and Cohen Circle’s Directors and Officers in the Business Combination.” These interests include, among other things, the interests listed below:

•        the fact that the Sponsors paid an aggregate of $25,000 for 7,905,000 Cohen Circle Class B Ordinary Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by October 10, 2026. Based on the closing price for the Public Shares of $           on Nasdaq on           , 2025, the value of the Founder Shares held by the Sponsors would be $          ;

•        the fact that the Sponsors and Cantor (as defined below) paid an aggregate of approximately $7,150,000 for their 715,000 Cohen Circle Private Placement Units and that the Cohen Circle Private Placement Warrants underlying such units will expire worthless if a business combination is not consummated by October 10, 2026;

•        the fact that the Sponsors are anticipated to hold 2.2% of issued and outstanding shares of Kyivstar Group Ltd. immediately following the Business Combination (assuming no redemptions by Cohen Circle shareholders and excluding the Vesting Securities, which will not have vested at the time of Closing);

•        the fact that, given the differential in the purchase price that the Sponsors paid for the Founder Shares and the purchase price that the Sponsor paid for the Cohen Circle Private Placement Units as compared to the price of the Cohen Circle public shares and Cohen Circle Units and the substantial number of Cohen Circle Class A Ordinary Shares that the Sponsors will receive upon conversion of the Founder Shares and (as applicable) Cohen Circle Private Placement Warrants and Cohen Circle Class A Ordinary Shares underlying the Cohen Private Placement Units, the Sponsors can earn a positive return on their investment, even if Cohen Circle public shareholders have a negative return on their investment;

•        the fact that Cohen Circle’s initial shareholders have agreed not to redeem any Cohen Circle Ordinary Shares held by them in connection with the shareholder vote to approve a proposed initial business combination pursuant to a letter agreement entered into with Cohen Circle;

•        the fact that Cohen Circle’s Sponsors will lose their entire investment if an initial business combination is not consummated by October 10, 2026;

•        the fact that the Sponsors and officers and directors of Cohen Circle have agreed to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares held by them if Cohen Circle fails to complete an initial business combination by October 10, 2026;

•        the fact that Cohen Circle’s Sponsors, officers, directors and their respective affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on Cohen Circle’s behalf, such as identifying and investigating possible business targets and completing an initial business combination. However, if Cohen Circle fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Cohen Circle may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated by October 10, 2026;

•        the right of Cohen Circle’s Sponsors, officers and directors to transfer the Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants following the Business Combination, subject to certain lock-up periods;

•        in the event of the liquidation of the Trust Account upon the failure of Cohen Circle to consummate a business combination by October 10, 2026, Cohen Circle Sponsor I, LLC has agreed to indemnify Cohen Circle to ensure that the proceeds in the Trust Account is not reduced below $10.05 per Cohen Circle Class A Ordinary Share, or such lesser per-Cohen Circle Class A Ordinary Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Cohen Circle has entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to Cohen Circle, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Cohen Circle believes the likelihood of Cohen Circle Sponsor I, LLC having to indemnify the Trust Account is limited because it endeavors to have all third parties that provide products or services to it and prospective target businesses execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the trust account;

•        the Sponsors (including their representatives and affiliates) and Cohen Circle’s officers and directors are, or in the future may become, affiliated with entities that are engaged in similar business to Cohen Circle. The Sponsors and our officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, another blank check company prior to Cohen Circle completing its initial business combination. Cohen Circle’s officers and directors may become aware of business opportunities which may be appropriate for presentation to Cohen Circle, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Cohen Circle’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Cohen Circle, subject always to applicable fiduciary duties under Cayman Islands law. Cohen Circle Second Amended and Restated Memorandum and Articles of Association provide that Cohen Circle renounces its interest in any corporate opportunity offered to any officer or director of Cohen Circle. This waiver allows Cohen Circle’s officers and directors to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. Cohen Circle does not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target;

•        the fact that Cohen Circle’s officers and directors have not received any cash compensation in relation to the Business Combination. Determinations with respect to director and executive compensation after the Closing have not yet been made;

•        the fact that the Business Combination Agreement provides for the continued indemnification of some of Cohen Circle’s existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

•        the fact that Kyivstar Group Ltd. will enter into a registration rights agreement with Cohen Circle’s initial shareholders, which provides for customary registration rights to them.

At the Closing, the Sponsors are expected to hold an aggregate of at least            Kyivstar Group Ltd. Common Shares, consisting of (i)            Kyivstar Group Ltd. Common Shares which will be received in exchange for Cohen Circle Class B Ordinary Shares, and (ii)            Kyivstar Group Ltd. Common Shares to be converted from working capital loans with the Sponsors. In connection with the Closing, the Sponsors are expected to forfeit all of their Cohen Circle private placement warrants (excluding Cohen Circle placement warrants underlying the units that may be issued upon conversion of the working capital loans with Cohen Circle). The Sponsors did not, and will

not receive any cash compensation during the ordinary course of managing Cohen Circle or in connection with the Business Combination, with the exception of payments made for office space, utilities and shared personnel support services. The reimbursements to be paid to the Sponsors and their respective directors, officers and affiliates (if any), the compensation paid to the Sponsors for office space, administrative and shared personnel support services pursuant to the administrative services agreement and the repayment of working capital loans made by the Sponsors to the SPAC and/or the conversion of such working capital loans into Kyivstar Group Ltd. Common Shares may result in a material dilution to the equity interests of non-redeeming shareholders.

The independent directors of Cohen Circle currently do not hold any Cohen Circle Class B Ordinary Shares. At the Closing, the independent directors of Cohen Circle are expected to hold            Kyivstar Group Ltd. Common Shares.

The following table sets forth the amount of consideration received or to be received by (1) the Seller, (2) Cohen Circle Public Shareholders, (3) the holders of Cohen Circle Public Warrants and (4) the Sponsors in connection with the Business Combination, in each case, assuming no redemptions, 50% redemptions and maximum redemptions, which assumes the minimum balance required of $50 million, and in each scenario, assumes a per share value of $10.35. Unless otherwise specified, the share amounts have been determined under the assumptions set forth under the section of this proxy statement/prospectus entitled “Frequently Used Terms.” If the actual facts are different from the foregoing assumptions, the share amounts and cash value set forth below will be different.

____________

(1)      Represents the number of Kyivstar Group Ltd. Common Shares issuable upon exercise of Kyivstar Group Ltd. Warrants converted from the Cohen Circle Public Warrants. The Kyivstar Group Ltd. Warrants to be received by the holders of the Cohen Circle Public Warrants have zero initial cash value, as such Kyivstar Group Ltd. Warrants are expected to be out of the money on the Closing Date.

(2)      Includes 1,437,500 Vesting Securities that will not have vested as of the Closing Date. The Vesting Securities are subject to forfeiture if the applicable vesting conditions are not satisfied. For a description of the vesting conditions, see the section of the proxy statement/prospectus entitled “The Business Combination Agreement and Transaction Documents — Transaction Documents — Sponsor Agreement.”

(3)      The Sponsors paid an aggregate of $25,000 for 7,905,000 Cohen Circle Class B Ordinary Shares, and the Sponsors and Cantor paid an aggregate of approximately $7,150,000 for 715,000 Cohen Circle Private Placement Units. On April 26, 2025, Cantor transferred its 270,000 Cohen Circle Private Placement Units to Cohen Circle Sponsor I, LLC. Cantor remains a party to each of the SPAC Support Agreement and Sponsor Agreement entered into in connection with the Business Combination and no waivers or modifications to such agreements were made in connection with the transfer. Cohen Circle Sponsor I, LLC is a party to the SPAC Support Agreement and Sponsor Agreement and accordingly such transferred Cohen Circle Private Placement Units remain subject to such agreements.

(4)      In connection with the Closing, 2,155,000 Cohen Circle Class B Ordinary Shares and all of the private placement warrants underlying the Cohen Circle Private Placement Units held by the Sponsors will be surrendered and such shares and warrants shall be automatically cancelled without any conversion thereof or payment or other consideration therefor.

More information about Kyivstar, Cohen Circle, VEON, the Business Combination Agreement and the Business Combination is contained in the accompanying proxy statement/prospectus. You should read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 22 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact           , Cohen Circle’s proxy solicitor, toll-free at            or collect at            or email at           .

On behalf of our board of directors, I thank you for your support and look forward to the successful consummation of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated              , 2025 and is expected to be first mailed or otherwise delivered to Cohen Circle shareholders on or about              , 2025.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Kyivstar, Cohen Circle or VEON. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Kyivstar, Cohen Circle or VEON since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF COHEN CIRCLE ACQUISITION CORP. I
TO BE HELD ON        , 2025

To the Shareholders of Cohen Circle Acquisition Corp I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Cohen Circle EGM”) of Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (“Cohen Circle,” “we,” “our” or “us”), will be held on           , 2025, at           a.m., Eastern time, via live webcast at           and at          . You can participate in the Cohen Circle EGM, vote and submit questions via live webcast by visiting           with the password of            and entering the voter control number included on your proxy card. You will not be required to attend the Cohen Circle EGM in person in order to vote, and Cohen Circle encourages virtual participation. You are cordially invited to attend the Cohen Circle EGM via the live webcast noted above, and will be asked to consider and vote upon the following proposals:

1.      Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal (the “Business Combination Proposal”) to approve and authorize, by ordinary resolution, the Business Combination Agreement, dated as of March 18, 2025 (as may be amended from time to time, the “Business Combination Agreement”), by and among (1) Kyivstar Group Ltd., an exempted company limited by shares, incorporated and existing under the laws of Bermuda with registration number 202504557, with its registered office at Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda, and its principal business address at Index Tower (East Tower), Unit 1703, Dubai (DIFC), United Arab Emirates (“Kyivstar Group Ltd.”), (2) Cohen Circle Acquisition Corp. I (“Cohen Circle” or “SPAC”), (3) VEON Amsterdam B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34378904 (the “Seller”), (4) VEON Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34345993 (“VEON Holdings,” and together with all of its direct and indirect Ukrainian Subsidiaries, the “Group Companies”), and (5) Varna Merger Sub Corp., an exempted company incorporated with limited liability in the Cayman Islands with registration number 419635 (“Merger Sub,” and, together with VEON Holdings and Kyivstar Group Ltd., the “Business Combination Group” and separately, a “Business Combination Group Company”) and the transactions contemplated by the Business Combination Agreement.

2.      Proposal No. 2 — The “Merger Proposal” — to consider and vote upon a proposal (the “Merger Proposal”) to approve, by special resolution, to authorize Cohen Circle to merge with Merger Sub so that Merger Sub will merge with and into Cohen Circle and Cohen Circle will be the surviving company and all the undertaking, property and liabilities of the Merger Sub vest in Cohen Circle by virtue of such merger pursuant to the Companies Act (As Revised); (b) the Plan of Merger substantially in the form annexed to this Proxy Statement as Annex F be and is hereby authorized, approved and confirmed in all respects and Cohen Circle be authorized to enter into the Plan of Merger; (c) that upon the Effective Date (as defined in the Plan of Merger): (i) the amending and restating of the memorandum and articles of Surviving Company (as defined in the Plan of Merger) in the form attached to the Plan of Merger is approved in all respects, (ii) the name of the Surviving Company be changed to “Kyivstar Cayman Corp.” and (iii) each of the authorized shares in the capital of the Surviving Company be re-designated as ordinary shares such that the share capital of the Surviving Company is $55,500 divided into 555,000,000 ordinary shares of a nominal or par value of $0.0001 each;

3.      Proposal No. 3 — The “Adjournment Proposal” — to consider and vote upon a proposal (the “Adjournment Proposal”) to approve, by ordinary resolution, to adjourn the Cohen Circle EGM to a later date or dates, (i) to the extent necessary to ensure any required supplement or amendment to this proxy statement/prospectus is provided to Cohen Circle shareholders, (ii) in order to solicit additional proxies from Cohen Circle shareholders in favor of the approval of one or more of the Proposals at the Cohen Circle EGM, or (iii) if the Cohen Circle Board determines that one or more of the closing conditions under the Business Combination Agreement would not be satisfied or waived prior to the Closing Date, be hereby approved, ratified and confirmed in all respects.

The closing of the Business Combination (the “Closing”) is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal and the Merger Proposal are not approved, Cohen Circle will not consummate the Business Combination.

Holders of record of Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares at the close of business on           , 2025 (the “Record Date”) are entitled to notice of the Cohen Circle EGM and to vote at the Cohen Circle EGM and any adjournments or postponements of the Cohen Circle EGM. A complete list of Cohen Circle shareholders of record entitled to vote at the Cohen Circle EGM will be available for ten days before the Cohen Circle EGM at the principal executive offices of Cohen Circle for inspection by its shareholders during ordinary business hours for any purpose germane to the Cohen Circle EGM.

Pursuant to the Cohen Circle Second Amended and Restated Articles of Association (as amended from time to time, the “Cohen Circle Articles”), Cohen Circle is providing its public shareholders (the “Public Shareholders”) with the opportunity to redeem, upon the Closing, the shares of Class A Ordinary Shares (the “Public Shares”) issued in the Cohen Circle IPO (as defined below) then held by them for an amount in cash equal to their pro rata share of the aggregate amount on deposit (as of the second business day prior to the Cohen Circle EGM) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the Cohen Circle initial public offering (the “Cohen Circle IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $           on the Record Date, the estimated per share redemption price would be approximately $          . Public Shareholders may elect to redeem Public Shares even if they vote for the Business Combination Proposal. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Public Shares issued in the Cohen Circle IPO. As partial consideration for (i) the receipt of the 7,905,000 shares of Cohen Circle Class B Ordinary Shares purchased by Cohen Circle Sponsor I, LLC or Cohen Circle Advisors I, LLC (together, the “Sponsors”) in a private placement prior to the Cohen Circle IPO and (ii) the covenants and commitments of the Sponsors included in a letter agreement entered into by the parties prior to the Cohen Circle IPO, the Sponsors have agreed to waive their redemption rights with respect to any shares of Cohen Circle Class B Ordinary Shares and Private Placement Warrants and any Public Shares they may hold, and the Sponsors have also agreed to waive their redemption rights with respect to any other equity securities they hold in connection with the Closing, and such shares will be excluded from the pro rata calculation used to determine the per share redemption price. The Sponsors have agreed to vote any Class B Ordinary Shares, Private Placement Warrants and Public Shares owned by them, and the Sponsors have also agreed to vote any other equity securities in favor of the Business Combination Proposal, which represent approximately           % of the voting power of Cohen Circle as of the Record Date. The Sponsors have also agreed to vote their shares in favor of all other Proposals being presented at the Cohen Circle EGM.

Pursuant to the Cohen Circle Articles, a majority of the issued shares having a right to attend and vote at the Cohen Circle EGM and represented at the Cohen Circle EGM in person or by proxy, will constitute a quorum for the transaction of business at the Cohen Circle EGM. Under the Companies Act, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Cohen Circle EGM. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not be treated as votes cast.

As of the Record Date, there was approximately $           in the Trust Account. Each redemption of Public Shares by Public Shareholders will decrease the amount in the Trust Account. The Cohen Circle Articles do not contain a minimum net tangible asset requirement.

Upon consummation of the Business Combination, VEON is expected to hold at least 80% of the equity interest and voting power in Kyivstar Group Ltd., assuming no warrants are exercised. As a result of VEON’s ownership, upon consummation of the Business Combination, Kyivstar Group Ltd. will be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq. Therefore, Kyivstar Group Ltd. will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“2025 Bonds” means the April 2025 Bonds and the June 2025 Bonds.

“2027 Bonds” means the outstanding bonds issued by VEON MidCo B.V. due November 2027 (Regulation S ISIN: XS2824764521; Regulation S Common Code: 282476452; Rule 144A ISIN: XS2824766146; Rule 144A Common Code: 282476614; and Rule 144A CUSIP: N/A).

“Adjournment Proposal” means the proposal to adjourn, by ordinary resolution, the Cohen Circle EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more Proposals presented to shareholders for vote (i) to the extent necessary to ensure any required supplement or amendment to this proxy statement/prospectus is provided to shareholders or, (ii) in order to solicit additional proxies from shareholders in favor of the approval of one or more of the Proposals at the extraordinary general, or (iii) if shareholders redeem an amount of Cohen Circle Class A Ordinary Shares such that the condition, or the “Minimum Cash Condition,” to each party’s obligation to consummate the Business Combination that the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by shareholders of their right to have Cohen Circle redeem their Cohen Circle Class A Ordinary Shares in connection with the Business Combination) together with the proceeds from any placement financing obtained on or prior to the Closing Date is not at least $50 million, would not be satisfied.

“Adjusted Cash” will be determined based on the financial statements of VEON Holdings and the Ukrainian Subsidiaries as of a month-end prior to the Closing, and will include certain categories of cash of VEON Holdings and the Ukrainian Subsidiaries less certain categories of funded indebtedness of the Ukrainian Subsidiaries, adjusted to (i) exclude the impact of acquisitions permitted under the Business Combination Agreement and debt obligations and debt repayments in respect the 2025 Bonds and the 2027 Bonds and (ii) take into account any excess or shortfall in the actual capital expenditure experience of the Ukrainian Subsidiaries during the period from January 1, 2025 through such month-end as compared to an agreed capital expenditure budget for such Ukrainian Subsidiaries during such time period.

“Agency Agreement No. 500156” means the Agency Agreement No. 500156 dated November 22, 2024, by and between Kyivstar and Plus TV LLC. concerning the Kyivstar TV service.

“April 2025 Bonds” means the bonds issued by VEON Holdings B.V. due April 2025 with Regulation S ISIN: XS2824765098; Regulation S Common Code: 282476509; Rule 144A ISIN: XS2824765767; Rule 144A Common Code: 282476576; and Rule 144A CUSIP: N/A), which have been repaid.

“ARPU” means average revenue per user.

“B2B” means business-to-business.

“B2C” means business-to-consumer.

“Bermuda Companies Act” means the Companies Act 1981 (as amended) of Bermuda.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 18, 2025 by and among Kyivstar Group Ltd., an exempted company limited by shares, incorporated and existing under the laws of Bermuda with registration number 202504557, Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company, VEON Amsterdam B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34378904, VEON Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34345993 and Varna Merger Sub Corp., an exempted company incorporated with limited liability in the Cayman Islands with registration number 419635, as amended from time to time.

“Business Combination Group” means Merger Sub, VEON Holdings and Kyivstar Group Ltd.

“Business Combination Proposal” means the proposal to approve and authorize, by ordinary resolution, the Business Combination Agreement and the Business Combination.

“FTTB” means fiber-to-the-building.

“FTTH” means fiber-to-the-home.

“Group Companies” means VEON Holdings, together with all of its direct and indirect Ukrainian Subsidiaries.

“Group Material Adverse Effect” means effect that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on (a) the assets and liabilities, business conditions (financial or otherwise) or results of operations of the Group Companies, Kyivstar Group Ltd., and Merger Sub, taken as a whole; or (b) the ability of any Business Combination Group Company to consummate the Business Combination by the Outside Date.

“GSMA” means the GSM Association.

“Helsi Ukraine” or “Helsi” means Helsi Ukraine Limited Liability Company, a 97.99% Subsidiary of JSC Kyivstar.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards.

“IMTR” means the International MTR.

“Initial Shareholders” means the holders of the Founder Shares prior to the IPO.

“initial public offering” or “IPO” means the initial public offering of 23,000,000 Cohen Circle Units, each unit consisting of one Cohen Circle Class A Ordinary Share and one-third of one Cohen Circle Warrant, where each whole warrant entitles the holder to purchase one Cohen Circle Class A ordinary share, which was consummated on October 15, 2024.

“June 2025 Bonds” means the outstanding bonds issued by VEON Holdings B.V. due June 2025 with Regulation S ISIN: XS2834471976; Regulation S Common Code: 283447197; Rule 144A ISIN: XS2834472198; Rule 144A Common Code: 283447219; and Rule 144A CUSIP: N/A.

“JSC Kyivstar” or “Kyivstar” means the joint-stock company incorporated in Ukraine on September 3, 1997, with its principal executive office at 53 Degtyarivska St., Kyiv 03113, Ukraine.

“Kyivstar Group” means VEON Holdings B.V., JSC Kyivstar and the subsidiaries of JSC Kyivstar.

“Kyivstar Group Ltd.” or “PubCo” means Kyivstar Group, Ltd., an exempted company limited by shares, incorporated and existing under the laws of Bermuda with registration number 202504557.

“Kyivstar Group Ltd. Board” means the board of directors of Kyivstar Group Ltd.

“Kyivstar Group Ltd. Common Shares” means Kyivstar Group Ltd. common share, par value $0.01 per share.

“Kyivstar Group Ltd. Governing Documents” means the Kyivstar Group Ltd. memorandum of association and the Kyivstar Group Ltd. Amended and Restated Bye-laws.

“Kyivstar Group Ltd. Warrants” means the warrants to purchase one Kyivstar Group Ltd. Common Share at a price of $11.50 per share pursuant to the Amended Warrant Agreement.

“Kyivstar.Tech” means LLC Kyivstar.Tech, a subsidiary of JSC Kyivstar.

“Lan Trace” means Limited Liability Company Lan Trace, a wholly owned subsidiary of JSC Kyivstar.

“Latham” means Latham & Watkins LLP.

“Merger” means the merger pursuant to which the Merger Sub will merger with and into Cohen Circle with Cohen Circle as the surviving company and a direct, wholly owned subsidiary of Kyivstar Group Ltd.

“Merger Effective Time” means the time the Merger becomes effective.

“Merger Proposal” means the proposal to approve, by special resolution, the Merger and the Plan of Merger, pursuant to which the Merger Sub will merge with and into Cohen Circle with Cohen Circle as the surviving company and a direct, wholly owned subsidiary of Kyivstar Group Ltd.

“Merger Sub” means Varna Merger Sub Corp., an exempted company incorporated with limited liability in the Cayman Islands with registration number 419635.

“MLA” means Material Lease Agreement.

“MinDigital” means the Ministry of Digital Transformation of Ukraine.

“Minimum Cash Condition” means the Closing condition in the Business Combination Agreement that the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by Cohen Circle shareholders of their right to have Cohen Circle redeem their Cohen Circle Class A Ordinary Shares in connection with the Business Combination) together with the proceeds from any private placement financing obtained on or prior to the Closing Date is at least $50 million.

“MNP” means mobile number portability.

“MNO” means Mobile Network Operator.

“Morgan Lewis” means Morgan, Lewis & Bockius LLP.

“MTR” means the international mobile termination rate.

“Nasdaq” means Nasdaq Stock Market LLC.

“Nationalization Laws” means existing Ukrainian nationalization laws.

“Nationalization Laws Amendments” means amendments to the Nationalization Laws that have been approved by the Ukrainian Parliament.

“NBU” means the National Bank of Ukraine.

“NCEC” means the National Commission of the State Regulation of Communications.

“Northland” means Northland Capital Markets.

“OECD” means the Organization for Economic Co-operation and Development.

“Old Bonds” means the Old April 2025 Bonds, the Old June 2025 Bonds and the Old 2027 Bonds.

“Old 2027 Bonds” means the outstanding bonds issued by VEON Holdings B.V. prior to the Demerger due November 2027 with Regulation S ISIN: XS2252958751; Regulation S Common Code: 225295875; Rule 144A ISIN: US91823N2A05; Rule 144A Common Code: 226227318; and Rule 144A CUSIP: 91823N2A0.

“Old April 2025 Bonds” means the outstanding bonds issued by VEON Holdings B.V. prior to the Demerger due April 2025 with Regulation S ISIN: XS2058691663; Regulation S Common Code: 205869166; Rule 144A ISIN: US92334VAA35; Rule 144A Common Code: 206069716; and Rule 144A CUSIP: 92334VAA3.

“Old June 2025 Bonds” means the outstanding bonds issued by VEON Holdings B.V. prior to the Demerger due June 2025 with Regulation S ISIN: XS2184900186; Regulation S Common Code: 218490018; Rule 144A ISIN: XS2184900269; Rule 144A Common Code: 218490026; and Rule 144A CUSIP: N/A.

“OTT TV” means over-the-top television.

“Outside Date” means September 30, 2025, as such date may be extended in accordance with Section 9.2 of the Business Combination Agreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“PFIC” means passive foreign investment company.

“Pillar Two” means OECD Pillar Two legislation published by the OECD/G20 Inclusive Framework on BEPS.

“Placement Shares” means the 715,000 Cohen Circle Class A Ordinary Shares comprising the Placement Units purchased separately by the Sponsors and Cantor in the Private Placement.

“Placement Units” means the 715,000 Cohen Circle Units purchased separately by the Sponsors and Cantor in the Private Placement, each Placement Unit consisting of one Placement Share and one-third of one Placement Warrant.

“Private Placement” means the private placement of 715,000 Placement Units purchased by the Sponsors and Cantor, which was consummated simultaneously with the completion of the initial public offering, at a purchase price of $10.00 per unit for a total purchase price of $7.15 million.

“Promissory Note” means the unsecured promissory note, dated as of November 3, 2021, by and between Cohen Circle and the Sponsor, as amended on January 14, 2022, February 28, 2023, and May 1, 2024.

“Public Shares” means the Cohen Circle Class A ordinary shares sold as part of the Cohen Circle Units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market).

“Public Shareholders” means the holders of the Public Shares, which may include the Initial Shareholders and members of the Cohen Circle management team if and to the extent they have purchased Public Shares, provided that any such holder’s status as a “Public Shareholder” shall only exist with respect to such Public Shares.

“Record Date” means close of business on             , 2025.

“Registration Rights Holders” means Kyivstar Group Ltd., the Sponsors, certain shareholders of Cohen Circle and certain shareholders of Kyivstar Group Ltd.

“Restricted securities” means all of Kyivstar Group Ltd.’s Common Shares that will be issued and outstanding upon the completion of the Business Combination, other than those registered pursuant to the registration statement of which this proxy statement/prospectus forms a part.

“RFS” means radio frequency spectrum.

“Rothschild & Co” means Rothschild & Co US Inc., financial advisor to VEON Ltd.

“ROU” means the right of use assets.

“Sale” means the sale by Seller to Kyivstar Group Ltd. of all of the issued and outstanding equity of VEON Holdings in exchange for newly issued Kyivstar Group Ltd. Common Shares and the Seller Loan Note.

“Sale Effective Time” means the date and time specified in the Transfer Deed as the effective time of the Sale.

“SEC” means the U.S. Securities and Exchange Commission.

“Seller” means VEON Amsterdam B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34378904.

“Seller Loan Note” means the promissory note to be issued to Seller by Kyivstar Group Ltd. in an amount equal to any money raised in a PIPE Investment plus the amount of cash in the Trust Account immediately prior to the Closing, after taking into account any funds withdrawn to pay the Public Shareholders who elected to redeem their Public Shares in connection with the Cohen Circle EGM to vote to approve the Business Combination.

“SPAC Material Adverse Effect” means as any event, change, development, state of fact, circumstance, occurrence or effect, that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on (a) the assets and liabilities, business conditions (financial or otherwise) or results of operations of Cohen Circle; or (b) the ability of Cohen Circle to consummate the Business Combination by the Outside Date.

“SPAC Transaction Expenses” means all fees and expenses incurred by Cohen Circle or its affiliates in connection with or otherwise related to the Business Combination.

“Sponsor Agreement” means the Sponsor Agreement, dated as of March 18, 2025, by and among Cohen Circle, Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC, Cantor Fitzgerald & Co. and Kyivstar Group Ltd.

“Sponsors” means Cohen Circle Sponsor I, LLC and Cohen Circle Advisors I, LLC.

“SSU” means the Security Service of Ukraine.

“Surviving Company” means Cohen Circle, in its capacity as the surviving company of the Merger.

“Target Net Cash” means $560,000,000.

“Transactions” means the series of transactions contemplated by the Business Combination Agreement, including, among other things, the Sale and the Merger.

“Transfer Agent” means Continental Stock Track & Trust Company.

“Transfer Deed” means the Transfer Deed, executed as of the Sale Effective Time, by and between the Seller and Kyivstar Group Ltd.

“Trust Account” means the trust account into which $231,150,000 of the net proceeds of the initial public offering and Private Placement were initially deposited for the benefit of the Public Shareholders.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

“UAH” means Ukrainian Hryvnia.

“UEC” means the Ukraine Electronic Communications Law.

“UK GDPR” means United Kingdom General Data Protection Regulation and Data Protection Act 2018.

“Uklon” means LLC Tech Uklon (UA), LLC Uklon Corporate (UA) and Uklon LTD (CY).

“USD” means the US Dollar.

“UTC” means the Ukraine Tower Company LLC, a subsidiary of VEON Ltd.

“VAS” means value added services.

“VEON” means VEON Ltd.

“VEON Holdings” means VEON Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34345993.

“Vesting Securities” means those certain vesting conditions on certain Kyivstar Group Ltd. Common Shares to be issued to the Sponsors at Closing.

“VoD” means video on demand.

“VoIP” means voice over internet protocol.

“Working Capital Loans” means any loan made to Cohen Circle by any of the Sponsors, affiliates of the Sponsors, or any of Cohen Circle’s officers or directors, and evidenced by one or more promissory notes, for the purpose of financing working capital deficiencies or transaction costs in connection with a business combination.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” within the meaning of the federal securities laws. This proxy statement/prospectus includes statements that express Cohen Circle’s, Kyivstar Group Ltd.’s and VEON’s opinions, expectations, beliefs, plans, objectives, assumptions, guidance or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding Cohen Circle’s, Kyivstar Group Ltd.’s and VEON’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which Kyivstar Group Ltd. operates as well as prospective financial information and any information concerning possible or assumed future results of operations of the combined company after giving effect to the Business Combination. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Cohen Circle, Kyivstar Group Ltd. and VEON. Factors that may impact such forward-looking statements include:

(i)     the parties’ ability to consummate the Business Combination, including being able to receive all required regulatory, third-party and shareholder approvals for the Business Combination, and the ability to satisfy the Minimum Cash Condition;

(ii)    the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

(iii)   the amount of any redemptions by existing holders of Cohen Circle Class A Ordinary Shares being greater than expected, which may reduce the cash in the Trust Account available upon the Closing of the Business Combination;

(iv)   the outcome of any legal proceedings that may be instituted against VEON, Cohen Circle or Kyivstar Group Ltd. following announcement of the Business Combination;

(v)    the ability to recognize the anticipated benefits of the Business Combination;

(vi)   the anticipated timing of the Business Combination;

(vii)  the risk that the announcement and consummation of the Business Combination disrupts VEON’s current plans;

(viii) expectation that Kyivstar Group Ltd. Common Shares will be accepted for listing on the Nasdaq following the completion of the Business Combination;

(ix)   Kyivstar’s management of its business strategy and plans;

(x)    changes in applicable laws or regulations;

(xi)   general economic conditions;

(xii)  factors relating to the business, operations and financial performance of the Company (meaning, for the purposes of this section, VEON Holdings and the direct and indirect Ukrainian Subsidiaries), including:

•        risks relating to the ongoing war in Ukraine, such as its adverse impact on the economic conditions and outlook of Ukraine; physical damage to property, infrastructure and assets; the effect of sanctions and export controls on our supply chain, the ability to transact with key counterparties; the resulting volatility in the Ukrainian hryvnia; our ability to operate and maintain our infrastructure; sanctions (including any reputational harm from certain of the beneficial owners of VEON’s

largest shareholder, L1T VIP Holdings S.à r.l. (“LetterOne”), being subject to sanctions) or any other considerations that could increase the risk of nationalization; and its impact on our liquidity, financial condition and our ability to operate as a going concern;

•        risks related to JSC Kyivstar’s ability to declare and pay dividends and restrictions on its ability to make certain payments abroad (such as investments, interest and principal payments on loans, financing of any affiliate companies or representative offices offshore) resulting from the imposition of martial law in Ukraine and/or legal restrictions in Ukraine relating to the ongoing war;

•        risks related to Kyivstar Group Ltd.’s principal asset following the Business Combination being its interest in Kyivstar, and its dependence on Kyivstar for distributions, which may be restricted or prohibited;

•        risks related work stoppages and other labor matters, including mobilization;

•        risks related to investing in frontier markets, which are subject to greater risks than investing in more developed markets, including political and economic instability, regulatory and legal uncertainty, social unrest and conflict;

•        risks associated with cyber-attacks or systems and network disruptions, data protection, data breaches, or the perception of such attacks or failures, including the costs associated with such events and the reputational harm that could arise therefrom;

•        risks relating to the international economic environment, inflationary pressures, geopolitical developments and unexpected global events;

•        risks related to our ability to grow our communications and digital service offerings, including the demands such strategy places on management, the need to obtain necessary approvals and the challenges of successfully integrating acquired businesses;

•        risks related to the impact of export controls, international trade regulation, customs and technology regulation on the macroeconomic environment, our operations, our ability, and the ability of key third-party suppliers to procure goods, software or technology necessary to provide services to our customers;

•        risks relating to legislation, regulation, taxation and currency, including costs of compliance, currency and exchange controls, currency fluctuations, and abrupt changes to laws, regulations, decrees and decisions governing the telecommunications industry and taxation, laws on foreign investment, anti-corruption and anti-terror laws, economic sanctions, import tariffs and restrictions, data privacy, anti-money laundering, antitrust, national security and lawful interception and their official interpretation by Ukrainian governmental and other regulatory bodies and courts;

•        risks that the adjudications, administrative or judicial decisions in respect of legal challenges, license and regulatory disputes, tax disputes or appeals may not result in a final resolution in our favor or that we are unsuccessful in our defense of material litigation claims or are unable to settle such claims;

•        risks relating to our operations, including regulatory uncertainty regarding our service offering, licenses and approvals or consents required from governmental authorities in relation thereto, frequency allocations, constraints on our spectrum capacity, access to additional bands of spectrum required to meet demand for existing products and service offerings or additional spectrum required from new products and services and new technologies, intellectual property rights protection, interconnection agreements, equipment failures and competitive offering and pricing pressures;

•        risks related to developments from competition, unforeseen or otherwise, including our ability to keep pace with technological changes and evolving industry standards;

•        risks associated with the market price of Kyivstar Group Ltd. Common Shares, which may be volatile or may decline regardless of Kyivstar Group Ltd.’s operating performance;

•        risks related to Kyivstar Group Ltd.’s status as a foreign private issuer, including that Kyivstar Group Ltd. will follow certain home country governance practices rather than the corporate governance requirements of Nasdaq;

•        risks related to Kyivstar Group Ltd.’s status as an emerging growth company, including reduced public company reporting requirements; and

•        risks related to Kyivstar Group Ltd.’s status as a “controlled company” within the meaning of the Nasdaq rules, and as a result of VEON’s majority ownership and voting power, VEON will continue to have significant influence over Kyivstar Group Ltd., which could limit your ability to influence the outcome of key transactions, including a change of control.

The forward-looking statements contained in this proxy statement/prospectus are based on Cohen Circle’s, Kyivstar Group Ltd.’s and VEON’s current expectations and beliefs concerning future developments and their potential effects on the Business Combination Group and the direct and indirect Ukrainian Subsidiaries. There can be no assurance that future developments affecting Cohen Circle, Kyivstar Group Ltd. and/or VEON will be those that Cohen Circle, Kyivstar Group Ltd. and VEON have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either Cohen Circle’s, Kyivstar Group Ltd.’s and VEON’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change. The prospective financial information are estimates that are subjective in many respects. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. The prospective financial information may not be realized, and actual results may be significantly higher or lower than projected in the prospective financial information. The prospective financial information also reflects assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of the estimates or other forecast information in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts. Cohen Circle, Kyivstar Group Ltd. and VEON will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. In addition, the prospective financial information does not take into account any circumstances or events occurring after the date that the information was prepared. Readers of this proxy statement/prospectus are cautioned not to place undue reliance on the unaudited prospective financial information set forth in this proxy statement/prospectus. None of Cohen Circle, Kyivstar Group Ltd., VEON nor any of their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any shareholder or any other person regarding ultimate performance compared to the information contained in the estimates, prospective financial information or that financial and operating results will be achieved.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the Proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Cohen Circle, Kyivstar Group Ltd. and VEON Holdings B.V. and its direct and indirect Ukrainian Subsidiaries.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”), by Kyivstar Group Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and VEON Holdings B.V., (the “Co-Registrant” or “VEON Holdings”) a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (File No. 333-287802), constitutes a prospectus of Kyivstar Group Ltd. and VEON Holdings under Section 5 of the Securities Act, with respect to the Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants to be issued to Cohen Circle shareholders and VEON Amsterdam shareholders if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the extraordinary general meeting of Cohen Circle at which Cohen Circle shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and to adopt and approve the Merger, by the approval and adoption of the Business Combination Proposal and the Merger Proposal, respectively.

This document does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such offer.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus. None of Cohen Circle, Kyivstar Group Ltd., or VEON Holdings takes any responsibility for, and can provide no assurances as to the statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Cohen Circle, Kyivstar Group Ltd. or VEON Holdings since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

CONVENTIONS THAT APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•        “$” and “U.S. dollar” each refer to the United States dollar; and

•        “₴” and “UAH” each refer to the Ukrainian hryvnia.

The exchange rate used for conversion between U.S. dollars and Ukrainian hryvnia is based on the Ukrainian hryvnia/U.S. dollar exchange rate published by the National Bank of Ukraine as of the dates specified herein.

IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES

Cohen Circle’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. VEON Holdings B.V.’s financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This proxy statement/prospectus includes certain references to financial measures that were not prepared in accordance with U.S. GAAP or IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin and CAPEX excluding licenses and right of use assets (“ROU”). The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for VEON Holdings’ combined financial results prepared in accordance with IFRS.

TRADEMARKS AND TRADE NAMES

The Kyivstar name, logo and other trademarks of Kyivstar appearing in this proxy statement/prospectus are the property of Kyivstar Group. The VEON Ltd. name, logo and other trademarks of VEON Ltd. appearing in this proxy statement/prospectus are the property of VEON Ltd. Solely for convenience, some of the trademarks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that Cohen Circle, VEON Ltd. or Kyivstar Group will not assert, to the fullest extent under applicable law, Cohen Circle, VEON Ltd. or Kyivstar Group rights or the rights of the applicable licensors to these trademarks and trade names. This proxy statement/prospectus contains additional trademarks and trade names of others. All trademarks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend for our use or display of other companies’ trademarks copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other company.

INDUSTRY AND MARKET DATA

Certain information contained in this proxy statement/prospectus relates to or is based on studies, publications, surveys and other data obtained from third-party sources and our own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Notwithstanding anything in this proxy statement/prospectus to the contrary, we are responsible for all disclosures in this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE COHEN CIRCLE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Cohen Circle EGM, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to Cohen Circle shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Cohen Circle EGM, which will be held on            , 2025, at            a.m., Eastern time, via live webcast at            and at            . If you hold your shares in “street name” through a bank, broker or other nominee, you will need to take additional steps to participate in the Cohen Circle EGM, as described in this proxy statement/prospectus.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Cohen Circle shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related proposals. Cohen Circle, Kyivstar Group Ltd., and other parties have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, that on the Closing Date, Merger Sub will merge with and into Cohen Circle with Cohen Circle continuing as the surviving company of the Merger and as a wholly owned subsidiary of Kyivstar Group Ltd. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Cohen Circle EGM. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     When and where is the Meeting?

A:     The Cohen Circle EGM will be held via live webcast at              and at              on             , 2025, at      a.m., Eastern Time.

Q:     Can I attend the Meeting in person?

A:     Yes. The Cohen Circle EGM will be held at             . Cohen Circle will also be hosting the Cohen Circle EGM via live webcast on the Internet. The Cohen Circle EGM will start at      a.m. Eastern Time, on             , 2025. Any Cohen Circle shareholder can listen to and participate in the Cohen Circle EGM live via the Internet at      with the password of             . Cohen Circle shareholders may vote and submit questions while connected to the Cohen Circle EGM on the Internet with the voter control number included on your proxy card.

Q:     What proposals are shareholders of Cohen Circle being asked to vote upon?

A:     At the General Meeting, Cohen Circle is asking holders of its ordinary shares to consider and vote upon the following proposals:

1.      Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and authorize, by ordinary resolution, the Business Combination Agreement and the Business Combination;

2.      Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal (the “Merger Proposal”) to approve, by special resolution, to authorize Cohen Circle to merge with Merger Sub so that Merger Sub will merge with and into Cohen Circle and Cohen Circle will be the surviving company and all the undertaking, property and liabilities of the Merger Sub vest in Cohen Circle by virtue of such merger pursuant to the Companies Act (As Revised); (b) the Plan of Merger substantially in the form annexed to this Proxy Statement as Annex F be and is hereby authorized, approved and confirmed in all respects and Cohen Circle be authorized to enter into the Plan of Merger; (c) that upon the Effective Date (as defined in the Plan of Merger): (i) the amending and restating of the memorandum and articles of Surviving Company (as defined in the Plan of Merger) in the form attached to the Plan of Merger is approved in all respects, (ii) the name of the Surviving Company be changed to “Kyivstar Cayman Corp.” and (iii) each

of the authorized shares in the capital of the Surviving Company be re-designated as ordinary shares such that the share capital of the Surviving Company is $55,500 divided into 555,000,000 ordinary shares of a nominal or par value of $0.0001 each; and

3.      Proposal No. 3 — The Adjournment Proposal — to consider and vote upon a proposal (the “Adjournment Proposal”) to approve, by ordinary resolution, a proposal to adjourn the extraordinary general to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more Proposals presented to shareholders for vote (i) to the extent necessary to ensure any required supplement or amendment to this proxy statement/prospectus is provided to shareholders or, (ii) in order to solicit additional proxies from shareholders in favor of the approval of one or more of the Proposals at the extraordinary general, or (iii) the Cohen Circle Board determines that one or more of the closing conditions under the Business Combination Agreement would not be satisfied or waived prior to the Closing Date, be hereby approved, ratified and confirmed in all respects.

Cohen Circle shall hold the Cohen Circle EGM to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Cohen Circle EGM. Cohen Circle shareholders should read it carefully and in its entirety.

The vote of shareholders is important. Cohen Circle shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     Are the proposals conditioned on one another?

A:     Yes, the Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. Further, the Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal, if presented, is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

Q:     Why is Cohen Circle proposing the Business Combination?

A:     Cohen Circle was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities.

The Cohen Circle Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by Cohen Circle’s management and Cohen Circle’s advisors. As a result, the Cohen Circle Board concluded that a transaction with Kyivstar Group Ltd. would present the most attractive opportunity to maximize value for Cohen Circle’s shareholders. Please see the subsection in this proxy statement/prospectus entitled “The Business Combination — Cohen Circle Board’s Reasons for Approval.”

Q:     Did the Cohen Circle Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes the Cohen Circle Board received a fairness opinion (the “Fairness Opinion”) from Northland Capital Markets (“Northland”), to the effect that, as of the date of such Fairness Opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Northland, as set forth in the Fairness Opinion, the Business Combination was fair, from a financial point of view, to the shareholders of Cohen Circle.

Northland Capital Markets is a division of Northland Securities, Inc., a full-service capital markets group focused on growth companies and their institutional and accredited investors. Its investment banking services include public offerings of equity and convertible securities, PIPEs, CMPOs and registered direct offerings, private placements of equity and debt securities, and M&A advisory services. The research group provides in-depth research for leading small and mid-cap companies in growth sectors of the economy, with sector expertise in business services, consumer, energy, healthcare, industrial growth, and technology. The institutional sales and trading group provides active market making and trading support in its targeted sectors and coverage companies. In selecting Northland, the board of directors of Cohen Circle considered, among other things,

Northland’s qualifications, expertise, and reputation, as well as Northland’s knowledge of Cohen Circle and VEON Holdings, the businesses of Cohen Circle and VEON Holdings, and the industries in which Cohen Circle and VEON Holdings operate.

The Cohen Circle Board believes it was reasonable to rely upon the Fairness Opinion at the time of its delivery in concluding that the Business Combination was in the best interest of Cohen Circle shareholders. The Fairness Opinion spoke only as of its date. The Cohen Circle Board has not requested that Northland provide a new or updated fairness opinion and does not intend to secure a new or updated fairness opinion from Northland or any other third party.

As compensation for Northland’s services in connection with the rendering of the Fairness Opinion to the Cohen Circle Board, Cohen Circle agreed to pay Northland a fee of $100,000, with an additional $1,000,000 to be paid upon consummation of the Business Combination. A portion of the fee was payable upon delivery of the Fairness Opinion and a portion is payable upon consummation of the Business Combination. No portion of Northland’s fee is refundable or contingent upon the conclusion reached in the Fairness Opinion. Furthermore, Northland is entitled to be paid additional fees at Northland’s standard hourly rates for any time incurred should Northland be called upon to support its findings subsequent to the delivery of the Fairness Opinion. The terms of the fee arrangements with Northland, which Cohen Circle believes are customary in transactions of this nature, were negotiated at arm’s length, and the Cohen Circle Board is aware of these fee arrangements. Northland has from time to time served as an advisor to the boards of certain other special purpose acquisition companies sponsored by affiliates of the Sponsors. Northland was paid $650,000 in connection with the business combination between FTAC Emerald Acquisition Corp. and Fold, Inc. and approximately $500,000 in connection with the business combination between FinTech Acquisition Corp. III and Paya, Inc.

Q:     What is expected to happen in the Business Combination?

A:     If the transactions contemplated by the Business Combination Agreement are consummated, (i) pursuant to the Transfer Deed, at the Sale Effective Time, the Seller will sell to Kyivstar Group Ltd. all of the issued and outstanding equity of VEON Holdings in exchange for newly issued Common Shares of Kyivstar Group Ltd., par value $0.01 per share (the “Kyivstar Group Ltd. Common Shares”) and the Seller Loan Note, and, as a result of the Sale, VEON Holdings will become a direct, wholly owned subsidiary of Kyivstar Group Ltd. (collectively, the “Sale”) and (ii) at the Merger Effective Time, Merger Sub will be merged with and into SPAC upon the terms and subject to the conditions set forth in the Business Combination Agreement, the Plan of Merger and in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) (the “Merger” and together with the Sale and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). As of the time the Merger becomes effective, each Cohen Circle Class A Ordinary Share that is issued and outstanding and held by the Public Shareholders immediately prior to the time that the Merger becomes effective (after giving effect to any redemptions of Cohen Circle Class A Ordinary Shares in connection with the Cohen Circle EGM) shall be automatically canceled in exchange for the right to be issued one validly issued, fully paid and non-assessable Kyivstar Group Ltd. Common Share. As a result of the Merger, the separate corporate existence of Merger Sub will cease and Cohen Circle will continue as the surviving company of the Merger under the Companies Act (Cohen Circle, in its capacity as the surviving company of the Merger, is the “Surviving Company”). Following the Merger, the shares of the Surviving Company will be directly and solely held by Kyivstar Group Ltd., and the Surviving Company will become a direct wholly owned subsidiary of Kyivstar Group Ltd.

For more information on the Merger, see the section in this proxy statement/prospectus entitled “The Business Combination.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by Cohen Circle’s shareholders of the Business Combination Proposal and the Merger Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the sections in this proxy statement/prospectus entitled “The Business Combination is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all” and “The Business Combination Agreement and Transaction Documents”

Q:     How will Kyivstar Group Ltd. be managed and governed following the Business Combination?

A:     Immediately after the Closing, the Kyivstar Group Ltd. Board will be governed by Bermuda law, the Kyivstar Group Ltd. memorandum of association and the Kyivstar Group Ltd. Amended and Restated Bye-laws (collectively, the “Kyivstar Group Ltd. Governing Documents”), which will be substantially in the form set forth in Annex G to this proxy statement/prospectus. The Kyivstar Group Ltd. Board will be responsible for guiding Kyivstar Group Ltd.’s business and affairs and overseeing management. Kyivstar Group Ltd.’s management team will be derived from Kyivstar Group’s existing employees and members of senior management appointed in connection with the Business Combination, who will be responsible for the execution of the combined business’s strategy. Please see the section entitled “Management of Kyivstar Group Ltd. After the Business Combination” for more information.

Q:     What are the possible sources and the extent of dilution that the Public Shareholders that elect not to redeem their shares will experience in connection with the Business Combination and related transactions?

A:     The following tables show varying pro forma voting power and implied ownership levels and the net tangible book value per share for Public Shareholders who elect not to redeem their shares in connection with the Business Combination and related transactions, assuming no redemptions, 50% redemptions and maximum redemptions scenarios, assuming a per share value of $10.35. Share ownership under each redemption scenario is only presented for illustrative purposes. Cohen Circle cannot predict how many of its Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the amount of cash paid to redeeming shareholders and the number of Cohen Circle Class A Ordinary Shares redeemed in connection with the Business Combination may differ from the amounts presented below. As such, the ownership percentages of the Seller, the Public Shareholders, the Sponsors, holders of Cohen Circle Public Warrants, and other shareholders may also differ from the presentation below if the actual redemptions are different from these assumptions.

____________

(1)      Includes 1,437,500 Vesting Securities that will not have vested as of the Closing Date. The Vesting Securities are subject to forfeiture if the applicable vesting conditions are not satisfied. For a description of the vesting conditions, see the section of the proxy statement/prospectus entitled “The Business Combination Agreement and Transaction Documents — Transaction Documents — Sponsor Agreement.”

(2)      In connection with the Closing, 2,155,000 Cohen Circle Class B Ordinary Shares and all of the private placement warrants underlying the Cohen Circle Private Placement Units held by the Sponsors will be surrendered and such shares and warrants shall be automatically cancelled without any conversion thereof or payment or other consideration therefor.

(3)      Represents the number of Kyivstar Group Ltd. Common Shares issuable upon exercise of Kyivstar Group Ltd. Warrants converted from the Cohen Circle Public Warrants. The Kyivstar Group Ltd. Warrants to be received by the holders of the Cohen Circle Public Warrants have zero initial cash value, as such Kyivstar Group Ltd. Warrants are expected to be out of the money on the Closing Date.

Dilution per share to the existing Cohen Circle’s shareholders

The above dilution tables exclude the effects of the Business Combination itself, including the Forfeited Sponsor Shares; however, Public Shareholders who elect not to redeem their shares should anticipate further possible dilution at Closing of the Business Combination. The tables above also do not take into account: (i) the number of Kyivstar Group Ltd. Common Shares issuable upon exercise of Kyivstar Group Ltd. Warrants converted from 7,666,667 Cohen Circle Warrants that are only exercisable 30 days after the Closing Date and (ii) issuances pursuant to the long-term equity incentive plan to be implemented equal to 3.0% of the total outstanding common shares of Kyivstar Group Ltd. on a fully diluted basis. In addition, 1,437,500 Vesting Securities will not have vested as of the Closing Date are subject to forfeiture if the applicable vesting conditions are not satisfied. For a description of the vesting conditions, see the section of the proxy statement/prospectus entitled “The Business Combination Agreement and Transaction Documents — Transaction Documents — Sponsor Agreement.” For a description of the risks regarding material potential sources of dilution to public stockholders in connection with the Business Combination, see the section entitled “Risk Factors — Cohen Circle shareholders who do not redeem their Cohen Circle Public Shares will experience immediate and material dilution upon Closing of the Business Combination.”

For purposes of Item 1604(c)(1), Kyivstar Group Ltd. would have 218,554,070 total shares after giving effect to the de-SPAC transaction under the no redemptions scenario. Where there are no redemptions, the Company valuation is based on Cohen Circle’s offering price of the securities in the initial registered offering price per share of $10.00 is therefore calculated as: $10.00 (per share IPO price) times 218,554,070 shares, or $2,185,540,700. The following table illustrates the valuation at the offering price of the securities in the initial registered offering price of $10.00 per share for each redemption scenario:

Q:     What are the material U.S. federal income tax consequences of the Business Combination to the U.S. Holders and non-U.S. Holders (each as defined herein) of Cohen Circle Class A Ordinary Shares?

A:     A U.S. holder (as defined herein) that owns only Cohen Circle Class A Ordinary Shares, and exchanges such shares in the Merger for Kyivstar Group Ltd. Common Shares generally is expected not to recognize any gain or loss in respect of such exchange for U.S. federal income tax purposes, as the Merger, the Sale and any PIPE Investments, collectively, are expected to constitute a transaction qualifying under Section 351(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

A U.S. Holder that owns only Cohen Circle Public Warrants and exchanges such securities in the Merger for Kyivstar Group Ltd. Warrants generally is expected to recognize gain or loss on such exchange for U.S. federal income tax purposes, measured by the excess of the fair market value of the Kyivstar Group Ltd. Warrants received over the U.S. Holder’s aggregate adjusted basis in the Cohen Circle Public Warrants exchanged therefor.

A U.S. Holder that owns Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants and exchanges such securities in the Merger for Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants may recognize gain (if any) on such transaction to the extent of the lesser of (1) the excess of the fair market value of such Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants over the aggregate adjusted basis of such U.S. Holder in its Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants, and (2) the aggregate fair market value of the Kyivstar Group Ltd. Warrants.

If the deemed transfer of Cohen Circle Class A Ordinary Shares and/or Cohen Circle Public Warrants also qualifies as part of a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of Cohen Circle Public Warrants (whether held in connection with Cohen Circle Class A Ordinary Shares or otherwise) generally should not recognize any gain or loss on any such deemed transfer of Cohen Circle Public Warrants, and such U.S. holder’s basis in the Kyivstar Group Ltd. Warrants deemed received should be equal to the U.S. holder’s basis in its Cohen Circle Public Warrants deemed transferred. It is unclear whether the Merger, in addition to qualifying as an exchange described in Section 351(a) of the Code, will also qualify as a “reorganization” under Section 368 of the Code. There are many requirements that must be satisfied in order for the Merger to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations and others are fundamental to corporate reorganizations. There can be no assurance that the Merger qualifies as a reorganization under Section 368 of the Code.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on the exchange of such Non-U.S. holder’s Cohen Circle Class A Ordinary Shares or Cohen Circle Public Warrants unless (i) the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. holder in the United States or (ii) the Non-U.S. holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year in which the Business Combination takes place and certain other requirements are met.

Holders of Cohen Circle Class A Ordinary Shares and/or Cohen Circle Public Warrants are urged to consult with their tax advisors regarding the U.S. federal income tax treatment to them of the Merger.

For an additional discussion of the U.S. federal income tax treatment of the Merger, see the section entitled “Certain Tax Considerations — U.S. Federal Income Tax Considerations” which qualifies the summary above in its entirety.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The receipt of cash by a holder of Cohen Circle Class A Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes in the case of a U.S. Holder (as defined herein) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined herein). Please see the section in this proxy statement/prospectus entitled “Certain Tax Considerations — U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. holders — Redemption of Cohen Circle Class A Ordinary Shares” for additional information. All holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Q:     What interests do Cohen Circle’s Directors and Officers have in the Business Combination?

A:     The Sponsors and Cohen Circle’s current officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination Proposal. These interests include:

•        the fact that the Sponsors paid an aggregate of $25,000 for 7,905,000 Cohen Circle Class B Ordinary Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by October 10, 2026. Based on the closing price for the Public Shares of $             on Nasdaq on             , 2025, the value of the Founder Shares held by the Sponsors would be $            ;

•        the fact that the Sponsors and Cantor paid an aggregate of approximately $7,150,000 for their 715,000 Cohen Circle Private Placement Units and that the Cohen Circle Private Placement Warrants underlying such units will expire worthless if a business combination is not consummated by October 10, 2026;

•        the fact that the Sponsors are anticipated to hold 2.2% of issued and outstanding shares of Kyivstar Group Ltd. immediately following the Business Combination (assuming no redemptions of Cohen Circle shareholders and excluding the Vesting Securities, which will not have vested as of the Closing Date);

•        the fact that, given the differential in the purchase price that the Sponsors paid for the Founder Shares and the purchase price that the Sponsor paid for the Cohen Circle Private Placement Units as compared to the price of the Cohen Circle public shares and Cohen Circle Units and the substantial number of

•        the officers and directors of Cohen Circle owe fiduciary duties to other companies. Betsy Z. Cohen, Chairman of the Board, President and Chief Executive Officer, is also a managing member of the general partner of Cohen Circle FinTech Ventures, L.P., and a managing member of the general partner of Radiate Capital Fund, L.P. Jan Hopkins Trachtman is President of The Jan Hopkins Group. Rochael Adranly is the owner and operator of Adranly Ventures, LLC. Walter C. Jones is currently a director at DFC;

•        the fact that Cohen Circle’s officers and directors have not received any cash compensation in relation to the Business Combination. Determinations with respect to director and executive compensation after the Closing have not yet been made;

•        the fact that the Business Combination Agreement provides for the continued indemnification of some of Cohen Circle’s existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

•        the fact that Kyivstar Group Ltd. will enter into a registration rights agreement with Cohen Circle’s initial shareholders, which provides for customary registration rights to them and their permitted transferees.

Q:     What happens if I sell my Cohen Circle Class A Ordinary Shares before the Cohen Circle EGM?

A:     The record date for the Cohen Circle EGM is earlier than the date that the Business Combination is expected to be completed. If you transfer your Cohen Circle Class A Ordinary Shares after the Record Date, but before the Cohen Circle EGM, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Cohen Circle EGM. However, you will not be able to seek redemption of your Cohen Circle Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your Cohen Circle Class A Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Cohen Circle EGM or seek redemption of those shares.

Q:     How has the announcement of the Business Combination affected the trading price of the Cohen Circle Units, Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants?

A:     On March 17, 2025, the trading date before the public announcement of the Business Combination, the Cohen Circle Units, Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants closed at $12.08, $11.50 and $1.55, respectively. On          , the trading date immediately prior to the date of this proxy statement/prospectus, the Cohen Circle Units, Cohen Circle Class Ordinary A Shares and Cohen Circle Public Warrants closed at $          , $           and $          , respectively.

Q:     Following the Business Combination, will Kyivstar Group Ltd.’s securities trade on a stock exchange?

A:     The parties anticipate that, following the Business Combination, the Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants will be listed on Nasdaq under the symbols “KYIV” and “KYIVW,” respectively, and Cohen Circle Units, Cohen Circle Class A Ordinary Shares and Cohen Circle Warrants will cease trading on Nasdaq and will be deregistered under the Exchange Act.

Q:     What are broker non-votes and what will be the effects of broker non-votes and abstentions?

A:     Brokers or other nominee holders who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, they are not allowed to exercise their voting discretion with respect to the approval of matters that are considered “non-routine” matters without specific voting instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” All of the proposals to be presented at the Cohen Circle EGM, other than the Adjournment Proposal, are considered “non-routine” matters. Accordingly, if you are a Cohen Circle shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee cannot vote your shares on the Business Combination Proposal and the Merger Proposal.

An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Cohen Circle EGM. Since abstentions and broker non-votes are not counted as votes cast, abstentions and broker non-votes will have no effect on the outcome of the votes on the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal requires the affirmative vote (in person or by proxy) of holders of a

majority of the outstanding shares of Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares that are entitled to vote and are voted at the extraordinary general meeting, voting as a single class. Broker non-votes and abstentions will have no effect on the outcome of the vote on the Adjournment Proposal.

Q:     What vote is required to approve the proposals presented at the Cohen Circle EGM?

A:     The following votes are required for each proposal at the Cohen Circle EGM:

•        The Business Combination Proposal:    The Business Combination Proposal requires an ordinary resolution under the Cohen Circle Articles, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

•        The Merger Proposal:    The Merger Proposal requires a special resolution under the Cohen Circle Articles and the Companies Act, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

•        The Adjournment Proposal:    The Adjournment Proposal requires an ordinary resolution under the Cohen Circle Articles, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

For purposes of the Cohen Circle EGM, a shareholder’s failure to vote, whether in person, by proxy or online at the Cohen Circle EGM will not be counted toward the number of shares of Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares required to validly establish a quorum.

The Business Combination Proposal must be approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued and ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Our Sponsors and their permitted transferees own approximately 26.4% of Cohen Circle’s issued and outstanding Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares. As a result, in addition to the Founder Shares and placement shares held by our Sponsors, we would need only 7,460,001 or approximately 32.4%, of the 23,000,000 public shares to be voted in favor of the Business Combination (assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any Cohen Circle Class A Ordinary Shares).

Q:     How many votes do I have at the Cohen Circle EGM?

A:     Cohen Circle shareholders are entitled for each share of Cohen Circle Class A Ordinary Shares that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were            shares of Cohen Circle Class A Ordinary Shares, of which            are Public Shares and            are Founder Shares.

Q:     What constitutes a quorum at the Cohen Circle EGM?

A:     A quorum will be present at the extraordinary general meeting if holders of a majority of the outstanding shares of Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares entitled to vote thereat attend virtually or are represented by proxy at the Cohen Circle EGM. Abstentions will count as present for the purposes of establishing a quorum but will not be treated as votes cast. A broker non-vote with respect to a matter occurs when a broker, bank or other institution or nominee holding shares on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary authority to vote the shares on such proposals. Because a broker is not permitted to provide a proxy for your shares unless you provide your broker with voting instructions, such shares are not counted as present for quorum purposes nor would they be treated as votes cast. Cohen Circle does not expect any broker non-votes at the Cohen Circle EGM because there are no routine proposals to be voted on at the Cohen Circle EGM.

Q:     How will Cohen Circle Initial Shareholders vote?

A:     The Sponsors, who together own 100% of the Cohen Circle Class B Ordinary Shares outstanding, have agreed to vote in favor of the Proposals. Abstentions will count as present for the purposes of establishing a quorum but will not be treated as votes cast. A broker non-vote with respect to a matter occurs when a broker, bank or other

institution or nominee holding shares on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary authority to vote the shares on such proposals. Because a broker is not permitted to provide a proxy for your shares unless you provide your broker with voting instructions, such shares are not counted as present for quorum purposes nor would they be treated as votes cast. Cohen Circle does not expect any broker non-votes at the extraordinary general meeting because there are no routine proposals to be voted on at the extraordinary general meeting. For additional information on this agreement, please see the sections of this proxy statement/prospectus entitled “The Business Combination Agreement and Transaction Documents” and “Voting Power; Record Date.”

Accordingly, other than the shares held by the Initial Shareholders and the Sponsors, no additional shares would need to be voted in favor of each of the Proposals to approve such Proposals.

Q:     I am a Cohen Circle shareholder. Do I have redemption rights?

A:     Yes. Pursuant to the Cohen Circle Articles, a Public Shareholder may, in connection with any vote on a Business Combination, elect to have their Cohen Circle Class A Ordinary Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials, provided that no such member acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares may exercise this redemption right with respect to more than 15% of the public shares in the aggregate without Cohen Circle’s prior consent.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Cohen Circle Class A Ordinary Shares “FOR” or “AGAINST” or abstain from voting on the Business Combination Proposal, the Merger Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

If redemption is demanded, Cohen Circle shall pay any such redeeming Public Shareholder, regardless of whether it, he or she is voting for or against any Proposal presented at the Cohen Circle EGM, a per-share redemption price payable in cash. The redemption price equals to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Closing Date, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to Cohen Circle to pay its taxes, divided by the number of then issued and outstanding public shares, but only in the event that the applicable proposed Business Combination is approved and consummated.

Q:     How do I exercise my redemption rights?

A:     Pursuant to the Cohen Circle Articles, a Public Shareholder may request that Cohen Circle redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

a)      hold Public Shares;

b)      prior to 5:00 p.m., Eastern Time, on           , 2025 (two business days prior to the vote at the Cohen Circle EGM) (i) submit a written request to the Transfer Agent that Cohen Circle redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through Depository Trust Company (“DTC”).

Written requests to the Transfer Agent may be submitted at the following address:

Continental Stock Transfer & Trust Company

Attention:

Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal, the Merger Proposal or any other Proposal presented at the Cohen Circle EGM. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, Cohen Circle will redeem each such

redemption requests not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such requests by contacting the Transfer Agent at the email or address listed under the question “Who can help answer my questions?” below.

Q:     What happens if a substantial number of Cohen Circle shareholders vote in favor of the Business Combination Proposal and the Merger Proposal and exercise their redemption rights?

A:     Public shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Cohen Circle shareholders are substantially reduced as a result of redemption by Cohen Circle shareholders. In the event of significant redemptions, with fewer shares outstanding and fewer Cohen Circle shareholders, the trading market for Cohen Circle Class A Ordinary Shares may be less liquid than the market for Cohen Circle Class A Ordinary Shares was prior to the Business Combination. In addition, in the event of significant redemptions, Kyivstar Group Ltd. may not be able to meet the Nasdaq listing standards.

The Minimum Cash Condition is for the benefit of Kyivstar Group Ltd. and its shareholders and Kyivstar Group Ltd. and each of its shareholders has the right to waive the Minimum Cash Condition and each of Kyivstar Group Ltd. and its shareholders must agree in writing to waive such condition, subject to satisfaction or waiver of the other conditions to the closing of the Business Combination, to cause the closing of the Business Combination to occur even if the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by shareholders of their right to have Cohen Circle redeem their Cohen Circle Class A Ordinary Shares in connection with the Business Combination) together with the proceeds from any private placement financing obtained on or prior to the Closing Date is less than $50 million. Even if the Minimum Cash Condition was waived by Kyivstar Group Ltd. and each of its shareholders, the Business Combination Agreement requires that Cohen Circle have at least $5,000,0001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act. The Minimum Cash Condition will be satisfied so long as at least $50 million remains in the Trust Account following the fulfillment of all Public Shareholder redemption requests prior to the Closing.

Q:     Do I have appraisal or dissenters’ rights in connection with the proposed Business Combination?

A:     No appraisal or dissenters’ rights are available to shareholders of Cohen Circle Class A Ordinary or Cohen Circle’s Public Warrant holders in connection with ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, holders of Cohen Circle Class A Ordinary Shares are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the Board of Directors of Cohen Circle has determined that the redemption proceeds payable to holders of Cohen Circle Class A Ordinary Shares who exercise such redemption rights represents the fair value of those shares. See the section of this proxy statement/prospectus titled “The Extraordinary General Meeting of Cohen Circle — Appraisal or Dissenters’ Rights.”

Cohen Circle shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the dissenters’ rights under the Companies Act. Public Shareholders who elect to exercise dissenters’ rights will lose their right to exercise their redemption rights as described herein.

Q:     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:     If the Business Combination Proposal and the Merger Proposal are approved, Cohen Circle intends to use a portion of the funds held in the Trust Account to pay (a) transaction costs associated with the Business Combination Agreement and Business Combination, (b) taxes and (c) for any redemptions of public shares. The remaining balance in the Trust Account, will be used for general corporate purposes of Kyivstar Group Ltd.

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including matters addressed in the “Cautionary Note Regarding Forward-Looking Statements” before you decide whether to vote or instruct your vote to be cast to approve the Proposals. These risks could have a material adverse effect on the business, results of operations or financial condition of Kyivstar and could adversely affect the trading price of Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants. Kyivstar will face additional risks and uncertainties that are not presently known to it, or that Kyivstar currently deems immaterial, which may also impair its business and financial condition. The following discussion should be read in conjunction with the section entitled “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and accompanying notes thereto included in this proxy statement/prospectus.

Risks Related to the Business and Industry of Kyivstar

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” or “Kyivstar” refer to VEON Holdings B.V. and its subsidiaries, including JSC Kyivstar, which are presented in the VEON Holdings B.V. audited combined financial statements included in this proxy statement/prospectus.

Risks Related to the War in Ukraine

We have experienced, and may continue to experience, disruptions to our business, financial conditions and results of operation as a result of the war, including due to increased operating costs and damage to network infrastructure and assets.

The ongoing war in Ukraine is having, and will continue to have, an impact on our business, financial condition, results of operations, cash flows and business prospects. As a leading telecommunications provider in Ukraine, we have been adversely impacted by the war in Ukraine. We expect to continue to face challenges with our performance in Ukraine, which may be exacerbated as the war continues. Furthermore, an escalation of the war could result in further instability or worsening of the overall political and economic situation in Ukraine, Europe and/or in the global economy, which may, in turn, adversely impact our business and results of operations. Due to the highly uncertain environment and inherent danger in Ukraine, it is difficult to execute comprehensive contingency planning in Ukraine.

The ongoing war in Ukraine and its direct and indirect consequences have impacted and, if the war is prolonged or escalates, may continue to significantly impact our infrastructure and assets. Due to the nature of the war, we cannot assess with certainty whether destructive events are likely to occur, and these events may occur suddenly and without warning. Specifically, the ongoing war has caused partial damage to our sites. See “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operation — The War in Ukraine.”

Certain of our key infrastructure and assets located within Ukraine could be seized or may be subject to appropriation if Russian forces obtain control of the regions within Ukraine where those assets are situated These actions, if they occur, could have an adverse effect on our ability to continue to operate. Our ability to provide services may be impaired if our infrastructure is significantly damaged, destroyed or occupied. We maintain an arm’s-length relationship with Ukraine’s leading telecommunications infrastructure provider, Ukraine Tower Company (“UTC”). As of December 31, 2024, we and UTC jointly owned and operated approximately 15,500 sites, 1,000 of which were added in 2023 and 1,000 of which were added in 2024. As of December 31, 2024, we held approximately 6,800 tower sites. Approximately 1,000 additional sites were contemplated to be transferred to UTC in 2023, but restrictions on assets located on state or communal property related to the imposition of martial law in Ukraine caused the transaction to be put on hold. Subject to management and board approval, such sites may be transferred to UTC in the future once restrictions are lifted. See “Kyivstar Relationships and Related Party Transactions — Ukraine Tower Company Agreements.” We and UTC have experienced partial destruction of our infrastructure (about 5.3% of our combined telecommunication network has been damaged or destroyed, of which about 82% has been restored as of December 31, 2024). Approximately 6% of our combined telecommunication network was not functional and located in the Russian-occupied territories as of December 31, 2024. There can be no assurance that our Ukrainian network will not sustain additional major damage and that such damage can be repaired in a timely manner as the war continues. In addition, with increased targeting of Ukraine’s electrical grid, we have faced challenges ensuring that our network assets in Ukraine have a power source. As of December 31, 2024, we funded the installation of approximately

We have suffered reputational harm as a result of the ongoing war in Ukraine.

The following ultimate beneficial owners of LetterOne, a 45.46% shareholder in VEON, are the target of sanctions in the European Union, United States and United Kingdom: Mikhail Fridman and Petr Aven (collectively, the “Designated Persons”). Mr. Fridman resigned from VEON’s board of directors effective February 28, 2022. Mr. Aven was not a member of VEON’s board of directors. We understand, based on a memorandum provided by LetterOne that Mr. Fridman and Mr. Aven are shareholders in LetterOne (approximately 37.86% and 12.13%, respectively). We further understand from LetterOne that Messrs. Fridman and Aven cannot exercise voting rights as LetterOne shareholders. In October 2022, Ukraine imposed sanctions for a ten-year period against Mikhail Fridman and Petr Aven, as well as Andrey Kosogov, who is also a shareholder in LetterOne (holding approximately 47.24% of LetterOne’s shares based on a LetterOne memorandum dated May 24, 2022 and updated February 28, 2023, October 1, 2023 and April 25, 2024).

LetterOne has not been listed as a designated person under the United States’, United Kingdom’s or the European Union’s sanctions. Further, neither we nor VEON have been named as, and we have each concluded that we are otherwise not, the target of the United States’, United Kingdom’s, the European Union’s or Ukraine’s sanctions. Sanctions targeting Messrs. Fridman and Aven do not impose a prohibition on EU, UK, or U.S. persons conducting business with VEON. However, in the event that parties targeted by U.S. blocking regulations were to own 50% or more of VEON’s publicly listed shares, we and VEON could ourselves become blocked parties and U.S. persons would be restricted from dealing with us absent an exception, exemption, or authorization. These restrictions would impact their ability to sell, transfer or otherwise deal in or receive payments with respect to our securities. Our operations, access to capital and the price of our securities would also be severely negatively impacted as a result.

As a result of the association of Designated Persons with LetterOne, even after the sale of VEON’s Russian operations, VEON has suffered and may continue to suffer reputational harm, which may directly or indirectly impact us. Moreover, notwithstanding the sale of VEON’s Russian operations, some multinational companies and firms, including certain of our service providers, partners and suppliers, have chosen of their own accord to cease transacting with us or companies that they perceive to be affiliated with Russia (i.e., self-imposed sanctions), as a result of the ongoing war in Ukraine. In addition, even where multinational companies and firms are willing to transact with us, we have been and may continue to be subject to lengthy due diligence processes that at times cause significant delays in the transaction process. To the extent that the ongoing war in Ukraine continues or further escalates, the list of companies and firms refusing to transact with companies they determine or perceive to be Russian or Russian-affiliated, including as a result of ultimate beneficial owners, may continue to grow.

Such actions have the equivalent effect, insofar as the ability to transact with such companies is concerned, as if the companies that are perceived to be Russia-based or Russian-affiliated companies were the target of government-imposed sanctions. In the event the association of LetterOne’s involvement continues to have an impact on certain of our operations, the inability or reduction in business with our key suppliers, business partners and other key counterparties could have a material adverse impact on our business, financial condition, results of operations, cash flows or prospects.

We may face the risk of nationalization or confiscation of our operations and assets.

Nationalization legislation and actions

In May 2023, pursuant to existing Ukrainian nationalization laws (the “Nationalization Laws”), the President of Ukraine signed an initial package of restrictive measures relating to 41 entities, including against Zaporizhstal, one of Ukraine’s largest metallurgical companies, due to Russian ownership in the company’s structure. Furthermore, as part of the measures adopted by Ukraine in response to the ongoing war with Russia, amendments to the Nationalization Laws have been approved by the Ukrainian Parliament and, as of the date of this proxy statement/prospectus, are awaiting signing by the President of Ukraine (the “Nationalization Laws Amendments”).

Among other things, the Nationalization Laws Amendments extend the definition of “residents” whose property in Ukraine (whether owned directly or indirectly) can be seized under the Nationalization Laws to include property owned by the Russian state, Russian citizens, other nationals with a close relationship to Russia, residing or having a main place of business in Russia, or legal entities operating in Ukraine whose founder or ultimate beneficial owner is the Russian state or are controlled or managed by any of the individuals identified above. It is currently unclear when the President of Ukraine will sign the Nationalization Laws Amendments into law, if at all.

Separately, in April 2023, the Ukrainian Parliament approved measures to allow for the nationalization of Sense Bank (previously known as Alfa Bank), one of Ukraine’s largest commercial banks, on the basis that Sense Bank is a systemically important bank in Ukraine and it had shareholders that were sanctioned by Ukraine, including Mikhail Fridman and Petr Aven, who are shareholders in LetterOne.

Corporate rights seizure

From October 6, 2023 through November 29, 2024, the Ukrainian courts froze all “corporate rights” of Mikhail Fridman in 20 Ukrainian companies in which he holds a beneficial interest, while criminal proceedings, which are unrelated to VEON or Kyivstar, were initiated in Ukraine against Mikhail Fridman and are still in progress. After the announcement of the Security Service of Ukraine (“SSU”), we received notification from our local custodian that the following percentages of the corporate rights in VEON’s subsidiaries had been frozen: (i) 47.85% of Kyivstar, (ii) 100% of Ukraine Tower Company, (iii) 100% of Kyivstar.Tech, and (iv) 69.99% of Helsi. The freezing of these corporate rights prevented any transactions involving the shares of Kyivstar proceeding.

We promptly appealed the freezing order imposed by the Ukrainian court. On October 30, 2023, VEON announced that two appeals had been filed with the relevant Kyiv courts, challenging the freezing of the corporate rights in Kyivstar and Ukraine Tower Company and requesting the lifting of the freezing of corporate rights. In December 2023, the court rejected the appeals. On June 4, 2024, the CEO of VEON, in his capacity as a shareholder of VEON, filed a motion with Shevchenkivskyi District Court of Kyiv requesting cancellation of the freezing of corporate rights in Ukraine Tower Company. On June 26, 2024, the motion was supplemented to request cancellation of the freezing of corporate rights in Kyivstar, Kyivstar.Tech and Helsi Ukraine.

Subsequently, on November 29, 2024 the Shevchenkivskyi District Court of Kyiv ruled in favor of the request to unfreeze 47.85% of VEON’s corporate rights in Kyivstar, 100% of VEON’s corporate rights in its “other Ukrainian subsidiaries”: Ukraine Tower Company, Kyivstar.Tech and Helsi (for which 69.99% was frozen by the Ukrainian courts). The decision fully removed the restrictions on VEON’s corporate rights imposed by the Ukrainian courts on us and Ukraine Tower Company. See “Business of Kyivstar and Certain Information About Kyivstar — Freezing of Corporate Rights in Kyivstar.”

Following the decision of the Shevchenkivskyi District Court of Kyiv, we are continuing to work with our local custodian to remove any remaining restrictions in respect of corporate rights; however, there can be no assurance that such removal will be achieved and we cannot rule out the possibility that Ukrainian courts may in the future freeze, or impose the same or different restrictions on, our corporate rights. See “Business of Kyivstar and Certain Information About Kyivstar — Blocking of Voting Rights of VEON in Kyivstar.”

Government powers under martial law

On February 24, 2022, Ukraine declared martial law and introduced measures in response to the ongoing war with Russia. In February 2022, the Ukraine Security Council Secretary indicated that, at the end of the application of martial law, assets which the Ukrainian government has taken control of pursuant to the martial law can be returned to their owners or such owners may be appropriately compensated. Restrictions applicable in Ukraine to all foreign-owned companies have already led to restrictions on the upstreaming of dividends. On April 15, 2025, the Ukrainian parliament approved the extension of the martial law period to August 7, 2025. This extension was signed by the President of Ukraine on April 18, 2025. Currently, it is not possible to predict how long the martial law in Ukraine will last, whether any additional restrictions will be introduced or how long the restrictions will last. There can be no assurance that the Ukrainian authorities will not further extend or use its powers under martial law in ways that will materially and adversely affect our operations and financial condition.

Amending sanctions legislation

In April 2024, draft amendments to the Law of Ukraine “On Sanctions” of August 14, 2014 were introduced in the Ukrainian Parliament (the “Sanctions Law Amendments”), which could be applicable to our business. Under the proposed Sanctions Law Amendments, the Ukrainian government may petition the relevant Ukrainian court to confiscate 100% of the corporate rights in any Ukrainian company if a person sanctioned by Ukraine, directly or indirectly holds a stake in such company, regardless of the percentage of the stake or the manner in which it is held. Following such confiscation, shares in such companies that are attributable to non-sanctioned persons would be held in escrow and would eventually be redistributed to such non-sanctioned persons upon application for redistribution.

The voting and dividend rights of non-sanctioned persons would be suspended from the moment the shares are placed into escrow until redistribution. If non-sanctioned persons fail to apply for formalization of their ownership within five years from the confiscation, their shares would be transferred to the state of Ukraine without compensation. In August 2024, the Sanctions Law Amendments were withdrawn but the possibility cannot be excluded that similar proposals may be introduced in the Ukrainian Parliament at a later date.

Further, on January 14, 2025, the Ukrainian government registered in the Parliament the Draft Law on Amendments to the Criminal Code of Ukraine and the Criminal Procedure Code of Ukraine and the Law of Ukraine “On Sanctions” regarding the establishment of liability for violation of special economic and other restrictive measures. Under the proposed laws, certain actions pertaining to the violation and circumvention of certain sanctions restrictions would be criminally punishable. On June 3, 2025, the Parliament approved the Draft Law on Amendments to the Criminal Code of Ukraine and the Criminal Procedure Code of Ukraine and the Law of Ukraine “On Sanctions” in the first reading. The Draft Law is subject to a second reading in the Parliament.

Ukraine imposed sanctions for a ten-year period against Mikhail Fridman, Petr Aven and Andrey Kosogov due to their ownership in LetterOne in October 2022. These sanctions apply exclusively to the sanctioned individuals and do not have a direct impact on VEON or Kyivstar as these individuals are not part of VEON’s corporate governance mechanisms nor are they able to exercise any rights regarding VEON or Kyivstar. However, we cannot rule out the potential impact of these sanctions on banks’, lenders’ and other parties’ readiness to transfer dividends in the event the above restrictions are lifted, or the nationalization risk such measures pose to us. Furthermore, the government of Russia has introduced countermeasure sanctions which have subjected or could subject us and our employees to restrictions or liabilities, which could include international funds transfer restrictions, asset freezes or other restrictive measures.

The sanctions against certain of VEON’s beneficial owners posed further challenges to our business and operations. For example, certain multinational companies and firms have chosen of their own accord to cease transacting with companies they perceive to be affiliated with Russia, because of the war and we may continue to be impacted by these actions as a result of the association with LetterOne. We have faced challenges and expect we will continue to face challenges in conducting business, including with international financial institutions, rating agencies, auditors and international equipment suppliers, including suppliers of our telecommunications equipment, which can impact our ability to raise funds from international capital markets, acquire equipment from international suppliers or access assets held abroad. See “— We have suffered reputational harm as a result of the ongoing war in Ukraine.”

In addition, we may face increased challenges with appointing international financial institutions as a result of the issuance of Executive Order 14114 in December 2023, which amended Executive Order 14024, to authorize the U.S. Secretary of the Treasury to impose sanctions on non-US financial institutions in the event it determines such institutions have conducted or facilitated any significant transaction or transactions, or provided any service, involving companies operating in Russia’s technology sector among others sectors. Moreover, if we become the target of U.S., EU or U.K. sanctions, investors subject to the jurisdiction of an applicable sanctions regime may become restricted in their ability to sell, transfer or otherwise deal in or receive payments with respect to our securities. See “— Violations of and changes to applicable sanctions and embargo laws, including export control restrictions, may harm our business.”

Government prosecution

According to press reports, on September 25, 2024, the Ministry of Justice of Ukraine filed a suit with the Ukraine High Anti-Corruption Court seeking confiscation of the shares in various companies related to Mikhail Fridman, Petr Aven and Andrey Kosogov and the company Rissa Investments Limited, in which certain of these individuals hold an interest. None of the shares reported to be targeted by such action are related to VEON or Kyivstar. However, we cannot rule out the possibility that we may be the target of, or may otherwise be impacted by, similar actions against the aforementioned LetterOne shareholders, given the previous restrictions on us as a result of LetterOne’s VEON shareholdings.

We have seen and may continue to see changes in customer demand due to migration and population shifts.

Customer demand for our services may increase or decrease depending on the fluctuations in the Ukrainian population as a result of Ukrainians relocating in or out of the country due to the ongoing war. For example, as of February 2025, the United Nations High Commissioner for Refugees estimated that approximately 6.8 million refugees from Ukraine have been recorded globally, and the country has sustained significant damage to infrastructure and assets.

If the ongoing war persists and Ukrainian refugees choose to relocate permanently outside of Ukraine and switch to local providers, we could lose a significant number of subscribers, which could have a material impact on our customer base, as well as their use and spending on our services. We may also experience fluctuations in the demand for our services if our customers experience difficulties in accessing or using our products and services outside of Ukraine, either as a result of roaming arrangements with our network providers or as a result of switching to a different provider on a temporary or permanent basis. We have experienced a decline in revenue generated from international mobile termination rates (“MTRs”) charged to Ukrainian customers due to EU policies implemented that regulate roaming charges for Ukrainians. We expect these policies and decrease in rates charged to Ukrainian customers to continue, with Ukraine and the European Union extending, in April 2023, the arrangements for Ukraine’s access to free roaming areas (first introduced in April 2022) until July 2025.

In June 2024, Ukrainian President Volodymyr Zelenskyy signed a law establishing a single roaming area with the EU, ensuring that Ukrainian mobile users can continue to use their devices in EU countries without additional charges and vice versa for EU visitors in Ukraine. The European Commission has continued its efforts to integrate Ukraine into the EU roaming area, which could eliminate roaming charges for Ukrainian customers indefinitely throughout the European Union if adopted, which could have a material impact on our business, financial conditions and results of operations.

Risks Related to our Market

We operate in highly competitive markets, and as a result may have difficulty expanding our customer base or retaining existing customers.

The market in which we operate is highly competitive in nature, and we expect that competition will continue to increase. Competition may be intensified by further consolidation of or strategic alliances among our competitors, as well as new entrants in our markets. For example, the broadband segment in Ukraine has almost 2,000 operators in total, with the top three providers, based on number of subscribers, being Kyivstar, Ukrtelecom and Lifecell (formally known as Volia), which had a combined 24% of total market subscribers on average for the year ended December 31, 2024.

Our financial performance has been and will continue to be impacted by our success in adding, retaining and engaging our customers. If our customers do not find our connectivity and digital services valuable, reliable or trustworthy, or otherwise believe competitors in our markets can offer better services, we may have difficulty retaining and engaging customers. See “Business of Kyivstar and Certain Information About Kyivstar — Competition.”

Each of the items discussed immediately below regarding the competitive landscape in which we operate could materially harm our business, financial condition, results of operations, cash flows or prospects:

•        society- or industry-wide impacts creating fundamental changes to customer behavior or customers’ purchasing power and potential regulatory or competitive practices encouraging price-based competition or price caps may harm our revenue growth potential;

•        with the increasing pace of technological developments, including new digital technologies and regulatory changes impacting our industry, we cannot predict future business drivers with certainty, and we cannot assure you that we will adapt to these changes at a competitive pace. See “— We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business”;

•        we may be forced to utilize more aggressive marketing schemes to retain existing customers and attract new ones that may include lower tariffs, lower fees for digital services, handset subsidies or increased dealer commissions;

•        the continued growth of our business and results of operations will depend, in part, on our ability to extract greater revenue from our existing customers, including through the expansion of data services and the introduction of next generation technologies, which may prove difficult to accomplish. See “— We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business”;

•        we may be unable to deliver a better customer experience relative to our competitors, or our competitors may reach customers more effectively through better use of digital and physical distribution channels, which may negatively impact our market share;

•        as we expand the scope of our services, such as new networks, fixed-line residential and commercial broadband, cloud services, big data, digital TV, digital health and other services, we may encounter a greater number of competitors that provide similar services;

•        the liberalization of the regulations in Ukraine could greatly increase competition;

•        competitors may operate more cost-effectively or have other competitive advantages such as greater financial resources, market presence and network coverage, stronger brand name recognition, higher customer loyalty and goodwill and more control over domestic transmission lines;

•        current or future relationships among our competitors and third parties may restrict our access to critical systems and resources;

•        reduced demand for bundled services could impact our future profitability;

•        competition from OTT players offering similar functionality to us may increase, including digital providers offering voice over internet protocol (“VoIP”) calling, internet messaging and other digital services which compete with our telecommunications services;

•        our competitors may offer integrated customer experiences, or may choose to develop OTT services, which may increase the competition we are facing; and

Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets.

Our operations are located in Ukraine and Uzbekistan, which are frontier markets. Investors should fully appreciate the significance of the risks involved in investing in a Ukrainian-based company and are urged to consult with their own legal, financial and tax advisors. In Ukraine, the government and judiciary have historically exercised broad discretion and are susceptible to the rapid reversal of political and economic policies, especially as a result of the war in Ukraine. See “— Risks Related to the War in Ukraine — We may face the risk of nationalization or confiscation of our operations and assets.” Furthermore, based on measurements such as Transparency International’s Corruption Perception Index, Ukraine poses a high risk of potential violations of the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws. The political and economic relations of Ukraine with other countries, such as Russia, are often complex and have resulted in, and may in the future result in, wars or conflicts, such as the ongoing war in Ukraine, which could materially harm our business, financial condition, results of operations, cash flows or prospects.

The Ukrainian market is also vulnerable to market downturns and economic slowdowns in the global economy. As has happened in the past, a slowdown in the global economy or an increase in the perceived risks associated with investing in frontier economies could dampen foreign investment in Ukraine and materially adversely affect its economy. In addition, the turnover of Ukraine’s political leaders or parties as a result of a scheduled election upon the end of a term of service or in other circumstances may also affect the legal and regulatory regime in Ukraine to a greater extent than turnover in more developed markets. Any of these developments could severely limit our access to capital and could materially harm the purchasing power of our customers and, consequently, our business. Such events could also create an uncertain regulatory environment, which, in turn, could impact our compliance with license obligations and other regulatory approvals. The nature of some of the legislation in Ukraine, such as the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the legal and regulatory systems place the enforceability and, possibly, the constitutionality of laws and regulations in doubt and result in ambiguities, inconsistencies and anomalies. Any of these factors could affect our ability to enforce our rights under our licenses or our contracts, or to defend our company against claims by other parties. See “— Risks Related to Regulatory and Legal

Matters — The telecommunications industry is a highly regulated industry, and we are subject to an extensive variety of laws and operate in an uncertain judicial and regulatory environment, which may result in unanticipated outcomes that could harm our business.”

Historically, Ukraine has faced prolonged instability, particularly following Russia’s annexation of the Crimean Peninsula in March 2014 and the ongoing conflict in eastern Ukraine. Even if the current war in Ukraine reaches a peaceful resolution, tensions between Russia and Ukraine will likely persist, which could continue to have a material adverse effect on our business and results of operation. For example, our ability to provide service following the onset of the war with Russia has been significantly impacted due to power outages and damage to our infrastructure and we have had to significantly increase investments into repairs and upgrades to network and power infrastructure. See “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operation — The War in Ukraine” and “Risks Related to the War in Ukraine — We have experienced, and may continue to experience, disruptions to our business, financial conditions and results of operation as a result of the war, including due to increased operating costs and damage to network infrastructure and assets.”

The spread of violence, or its intensification, could have significant political consequences, which could materially adversely affect the investment environment in Ukraine. Social instability, coupled with difficult economic conditions and misperceptions about Ukraine’s governance, could lead to increased support for centralized authority, a rise in rhetoric to potentially nationalize or expropriate. These sentiments and adverse economic conditions could lead to restrictions on foreign ownership of companies in the telecommunications industry or nationalization, expropriation or other seizure of certain assets or businesses.

In frontier markets, government actions can often be unpredictable, particularly during periods of social or political unrest or military conflict. In Ukraine, there is relatively little experience in enforcing legislation enacted to protect private property against nationalization or expropriation. As a result, we may not be able to obtain proper redress in the courts, have and may continue to be required to expend resources to seek redress for such measures, and we may not receive adequate compensation if in the future the Ukrainian government decides to nationalize or expropriate some or all of our assets.

We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business.

The telecommunications industry is characterized by rapidly evolving technology, industry standards and service demands, which may vary by country or geographic region. Accordingly, our future success will depend on our ability to effectively anticipate and adapt to the changing technological landscape and the resulting regulations.

We continue to focus on deploying 4G/LTE which we believe carries significant growth potential, especially when coupled with other measures that can reduce the mobile internet usage gap among populations already within mobile data coverage, such as affordability, increased smartphone penetration and relevant content. We invest in expanding the coverage of 4G networks and improving the quality of the mobile voice and data experience, including through partnerships where relevant. We also upgrade our network for efficient delivery of our services and for 5G-ready technologies. For example, we are in the process of upgrading our network by increasing the use of fiber optic cables (fiberization) and making other preparations for the 5G launch. However, it is possible that the technologies or equipment we use today will become obsolete or subject to competition from new generation technologies for which we may be unable to deploy, or obtain the appropriate license, in a timely manner or at all. If our licenses and spectrum are not appropriate or sufficient to address changing technology, we may require additional or supplemental licenses and spectrum to implement 5G technology or to upgrade our existing 2G, 3G and 4G/LTE networks, and we may be unable to acquire such licenses and spectrum on reasonable terms or at all. Technological change is also impacting the capabilities of equipment our customers use, such as mobile handsets, and potential changes in this area may impact demand for our services in the future. Implementing new technologies requires substantial investment, and there can be no guarantee that we will generate our expected return on any such investments. We may be unable to develop or maintain additional revenue market share where the potential for additional growth of our customer base is limited, and we may incur significant capital expenditures as our customers demand new services, technologies and increased access.

If we are not able to effectively anticipate or adapt to these technological changes in the telecommunications market or to otherwise compete in a timely and cost-effective manner, we could lose customers, fail to attract new customers, experience lower ARPU or incur substantial or unanticipated costs and investments in order to maintain our customer base, all of which could materially affect our business, financial condition, results of operations, cash flows or prospects.

We may be unable to secure the spectrum or licenses required to remain competitive, and high acquisition and deployment costs for 5G may adversely affect our ability to provide high-quality services and may increase our operating expenses.

We are dependent on access to adequate frequency allocation within the right spectrum bands in order to provide mobile telecommunications services on our networks, to maintain and expand our customer base and provide a high-quality customer experience. Our spectrum licenses have specific terms and durations, and they also specify the radio spectrum allocated to us. They are subject to renewal upon payment of a fee before their expiry, but renewal is not assured, and the process for renewal can be lengthy. In addition, the availability of spectrum is limited, closely regulated and can be expensive, and we may not be able to obtain the frequency allocations we need from the relevant regulator or third party, without the imposition of burdensome service obligations or incurring commercially unreasonable costs, given that the interest from various parties frequently exceeds available spectrum. The loss of, or failure to renew, our licenses could have a material adverse effect on our business and financial condition.

As we experience growth in our customer base and demand for mobile services and data, and as we offer a greater number of services, we will require additional capacity, which in turn might result in an increase in capital expenditure requirements and have an adverse impact on our cost of providing competitive coverage and also on our results of operations. Due to unforeseeable events, such as the COVID-19 pandemic or the ongoing war in Ukraine, that cause changes in traffic patterns, network topology and/or service requirements, we may face capacity problems, which may in turn lead to deterioration in our network’s quality, or new capital expenditure requirements which, in turn, may negatively impact our operational results.

In particular, although our spectrum can potentially be used for 5G upon receipt of approval from regulatory authorities, some services that are specific to 5G and our future capacity needs will eventually require us to obtain new spectrum. If we are unable to maintain or obtain licenses for the provision of 5G specific telecommunications services, or if our licenses are not renewed or are renewed on less favorable terms, our business and results of operations could be harmed. On the other hand, a 5G spectrum tender by the National Commission of the State Regulation of Communications (“NCEC”), which is expected to be held in the medium term with the possibility of high prices, could result in additional costs and investment, including capital expenditures and potential obligations for coverage and service quality. If the demand for 5G services fails to materialize at a level in line with industry assumptions, our return on investment may not meet our expectations. Any of the foregoing factors could affect our profitability and our competitive position.

The telecommunications industry is highly capital intensive and requires substantial and ongoing expenditures of capital.

Our business is highly capital intensive and requires significant amounts of cash to improve and maintain our networks. Ukraine’s physical infrastructure, including transportation networks and power generation and transmission systems, is in poor condition and the condition of our own physical infrastructure has been adversely affected by the ongoing war. See “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operations — The War in Ukraine.” Supply chain issues arising from the war in Ukraine, component backlogs or other issues, including but not limited to export control regulations, may result in significant increases to our costs, capital expenditure or inability to access equipment and technology required for business continuity or expansion. Our success also depends to a significant degree on our ability to keep pace with new developments in technology, to develop and market innovative products and to update our facilities and process technology, which will require additional capital expenditure in the future.

The amount and timing of our capital requirements will depend on many factors over which we have little or no control, including acceptance of and demand for our products and services, the extent to which we invest in new technology and research and development projects, the status and timing of competitive developments, and certain regulatory requirements. For example, if network usage develops faster than we anticipate, we may require greater capital investments in shorter time frames than originally anticipated and we may not have the resources to make such investments.

Furthermore, the ongoing war in Ukraine creates uncertainty regarding our capital expenditure plans as we need to retain more flexibility to maintain our infrastructure in Ukraine and respond to the war as it develops further, and investment in Ukraine may be complicated by sanctions, regulations, payment restrictions and geopolitical circumstances. Since the onset of the war, a portion of our uncommitted capital expenditure plans have been delayed. Any further escalation or prolonged continuation of the war could lead to more damage to the network, change in customer behavior, declines in gross connections and lower than expected ARPU due to the decline in the Ukrainian economy. Such factors have

and, if continued, may continue to limit our ability to fund capital expenditures in Ukraine. We may need to continue to spend a significant amount of capital to repair or replace infrastructure and other systems to ensure consistency of our services in Ukraine as the war continues.

Although we regularly consider and take measures to improve our capital efficiency, including selling capital intensive segments of our business and entering into managed services and network sharing agreements with respect to towers and other assets, our levels of capital expenditure will remain significant. If we do not have sufficient resources from our operations or asset sales to finance necessary capital expenditures or we are unable to access funds sufficient to finance necessary capital expenditures, we may be required to raise debt or equity financing, which may not be available when needed or on terms favorable to us or at all. See “— Risks Related to Liquidity and Capital — We may not be able to raise additional capital, or we may only be able to raise additional capital at significantly increased costs.”

We cannot assure you that we will generate sufficient cash flows in the future to meet our capital expenditure needs, develop or enhance our products, take advantage of future opportunities or respond to competitive pressures, which could have an adverse impact on our business, financial condition, results of operations, cash flows or prospects. For more information on our future liquidity needs, see “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Going Concern, Liquidity and Capital Resources — Liquidity and Capital Resources.”

Risks Related to our Operations

The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline.

As a leading telecommunications provider in Ukraine, our operations are subject to macroeconomic risks, geopolitical developments and unexpected global events that are outside of our control. Unfavorable economic conditions may have a direct negative impact on the financial condition of our customers, which in turn will affect a significant number of our current and potential customers’ spending patterns, in terms of both the products and services they subscribe to and usage levels. During such downturns, it may be more difficult for us to grow our business, either by attracting new customers or by increasing usage levels among existing customers, and it may be more likely that customers will downgrade or disconnect their services, making it more difficult for us to maintain our average revenue per user (“ARPU”) and subscriber numbers at existing levels. In addition to the potential impact on revenue, ARPUs, cash flow and liquidity, such economic downturns may also impact our ability to decrease our costs, execute our strategies, take advantage of future opportunities, respond to competitive pressures or meet unexpected financial requirements.

Adverse global developments such as wars, terrorist attacks, natural disasters, pandemics, trade wars has impacted and could continue to impact the global economy for the foreseeable future. For example, the ongoing war between Israel and Hamas as well as the escalation of the evolving military conflict involving Iran, Israel and the United States has impacted, and may continue to impact, the global economy. In particular, financial and commodity markets have experienced significant volatility and energy prices have sharply increased mainly due to concerns regarding disruptions in oil and natural gas supply. Further, the ongoing war in Ukraine and its direct and indirect consequences have impacted and, if the war continues or escalates, may continue to impact both the global economy and our business and results of operation. See “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operation — The War in Ukraine.”

These adverse global developments and any spread or intensification of the forementioned conflicts could negatively impact our business, financial condition, results of operations, cash flows or prospects directly or indirectly. For example, the ongoing war in Ukraine, and the effect of such developments on the Ukrainian economy (and other closely tied economies), affected our results of operations and financial condition in the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023, and will likely continue to affect our operations and financial condition for the foreseeable future.

Further, the increasing price of fossil fuels and uncertainty regarding inflation rates are expected to have broader adverse effects and may result in recessionary periods and lower corporate investment, which, in turn, could lead to economic strain on our business and on current and potential customers. We are also impacted by other geopolitical and diplomatic developments in countries in which we do not operate as such developments may have a knock-on effect on our business.

For example, heightened tensions between the major economies of the world, such as the United States and China or the imposition of tariffs on trading partners, can have an adverse effect to the economies in which we operate, and therefore an adverse impact on our results of operations, financial condition and business prospects.

Our financial performance has been and may also continue to be affected by macroeconomic issues more broadly, including risks of inflation, deflation, stagflation, recessions, sovereign debt levels and the stability of currencies globally. In particular, the stability and resilience of the Ukrainian economy is dependent on ongoing financial, humanitarian and military assistance from Western allies, particularly the United States. A reduction or prolonged suspension of such aid, or uncertainty with respect to continued support, could place significant pressure on the Ukrainian government and economy, potentially resulting in currency devaluation, inflation, reduced public spending and weakened consumer demand.

Further, global economic markets have seen extensive volatility over the past few years owing to the outbreak of the COVID-19 pandemic, the war in Ukraine, the war between Israel and Hamas, the escalation of the conflict between Israel and Iran, including the involvement of the United States, the closing of certain U.S. financial institutions by U.S. regulators from March 2023 and political instability. These events have created, and may continue to create, significant disruption of the global economy, supply chains and distribution channels and financial and labor markets. If such conditions continue, recur or worsen, this may have a material adverse effect on customer demand, our business, financial condition and results of operations and our ability to access capital on favorable terms, or at all, and we could be negatively impacted as a result of such conditions and consequences. Furthermore, such economic conditions have produced downward pressure on share prices and on the availability of credit for financial institutions and corporations while also driving up interest rates, further complicating potential borrowing and lending activities. If current levels of market disruption and volatility continue or increase, we might continue to experience reductions in business activity, increases in funding costs, decreases in asset values, additional write-downs and impairment charges and lower profitability. In addition, rising energy costs, as a result of, among other things, international sanctions policies as a response to the war in Ukraine, have resulted in many countries across the world experiencing high levels of inflation and lower corporate profits, causing increased uncertainty about the near-term macroeconomic outlook. The war in Ukraine has adversely impacted, and may continue to adversely impact, our number of customers, and the war and these other pressures could negatively impact customers’ discretionary spending, which could, in turn, affect our revenue, ARPU, cash flow and liquidity or our customers’ ability to pay for our services.

We have experienced and are continually exposed to cyber-attacks both to our own operations or those of our third-party providers.

Due to the nature of the services we offer and the market in which we operate, we have in the past experienced and are continually exposed to cybersecurity threats that have negatively impacted our business activities and could continue to impact our business activities through service degradation, alteration or disruption, including a risk of unauthorized access to our systems or those of third parties. These cybersecurity threats could be carried out against us or against third parties from which we receive services, networks or data by private or state-sponsored third parties through exploiting unidentified existing or new weaknesses or flaws in our or a third parties’ network or IT systems or disruption by computer malware or other technical or operational issues. Any of these threats may lead to compromised or inaccessible telecommunications, digital services and/or leaks or unauthorized processing of confidential information, and perceptions of such threats may cause customers to lose confidence in our services.

Due to the ongoing war in Ukraine, there is an increased risk of cyber-attacks or cybersecurity incidents that could either directly or indirectly impact our operations. Any attempts by cyber-attackers to disrupt our services or systems, if successful, could harm our business, result in the misappropriation of funds, be expensive to remedy and damage our reputation or brands. Following the onset of the ongoing war in Ukraine, there have been an increasing number of cyber-attacks on our information systems and critical infrastructure, which have caused service disruptions in certain instances. For example, on December 12, 2023, we announced that our network had been the target of a widespread external cyber-attack causing a technical failure. This resulted in a temporary disruption of our network and services, interrupting the provision of voice and data connectivity on mobile and fixed networks, international roaming and SMS services, among others, for our customers in Ukraine and abroad. In response to the attack, we conducted a thorough investigation, together with outside cybersecurity firms, to determine the full nature, extent and impact of the incident and to implement additional security measures to protect against any recurrence. We conducted a high-level risk assessment of our IT infrastructure and identified the following risks associated with

our operations: compromised user accounts (including due to credential theft and password reuse), unauthorized access to systems and data (through compromised user accounts or vulnerabilities exploitation), data leakage, damage or destruction of systems and/or data (including ransomware attacks on our various servers and files and malware attacks). See “Business of Kyivstar and Certain Information About Kyivstar — Information Technology and Cybersecurity — Cyber-Attack in December 2023.”

The incident had a significant impact on our combined revenue for the years ended December 31, 2023 and 2024, primarily due to the costs related to the implementation of our “customer appreciation” program. We estimate that the impact of these offers on operating revenue for the years ended December 31, 2023 and 2024 was approximately $23 million and $46 million, respectively.

Cybersecurity threats could also lead to the compromise of our physical or virtual assets dedicated to processing or storing customer, employee, financial data and strategic business information, which has in the past and could in the future result in exposing this information to possible leakage, unauthorized dissemination and loss of confidentiality. While we continually invest in improving our information technology (“IT”) and security systems, we rely on older versions of operating systems and applications that may lead to vulnerabilities in our IT network at any particular moment in time and, the process of upgrading to the latest versions of such systems is an ongoing process. We are and will continue to remain a potential target of attempted cyber-attacks and other cybersecurity threats that could lead to compromised or inaccessible telecommunications, digital and financial services and/or leaks or unauthorized processing of confidential information, including customer information. Our systems can be potentially vulnerable to harmful viruses and the spread of malicious software that could compromise the confidentiality, integrity or availability of technology assets. In addition, unauthorized users or hackers may potentially access and process the customer and business information we hold, or authorized users may improperly process such data. Though well-structured work to address those challenges is ongoing, such risks are inherent in our business operations, and we will never be able to fully insulate ourselves from these risks.

Moreover, we may potentially experience cyber-attacks and IT and network failures and outages due to factors under our control, such as a malfunction of technology assets or services caused by obsolescence, wear or defects in design or manufacturing, faults during standard or extraordinary maintenance procedures, compromised staff user accounts (including due to credential theft and password reuse or sharing), unforeseen absence of key personnel, the inability to protect our systems from phishing attacks or as a result of attacks against third parties that provide IT and network services to us. There is also a possibility that we are not currently aware of certain undisclosed vulnerabilities in our IT systems, processes and other assets or those at third parties that provide such services to us. In such an event, hackers or other cybercrime groups (whether private or state-sponsored) may exploit such vulnerabilities, weaknesses or unidentified backdoors (including previously unidentified designed weaknesses embedded into network or IT equipment allowing access by private or government actors) or may be able to cause harm more quickly than we are able to mitigate (zero-day exploits). Our equipment for the provision of mobile services resides in a limited number of locations or buildings, and disruption to the security or operation of these locations or buildings could result in disruption of our mobile services in those regions. Moreover, the implementation of our business transformation strategies may result in under-investments or breakdowns in internal business processes, which may in turn result in greater vulnerability to technical or operational issues, including harm from failure to detect malware.

From time to time, we recognize impairment charges, some of which can be substantial.

We have incurred, and may in the future incur, substantial impairment charges as a result of significant differences between the actual performance and the forecasted projection for revenue, Adjusted EBITDA and/or capital expenditure which could require us to write-down the value of our non-current assets, including property and equipment and intangible assets (e.g., telecommunications licenses and software). The possible consequences of financial, economic or geopolitical crises, including the ongoing war in Ukraine, and the impact such crises may have on customer behavior, the reactions of our competitors in terms of offers and pricing or their responses to new entrants in the market, regulatory adjustments in relation to changes in consumer prices and our ability to adjust costs and investments in response to changes in revenue, may also adversely affect our forecasts and lead to a write-down of tangible and intangible assets, including telecommunications licenses and software. In addition, significant adverse developments in our share price, and the resulting decrease in our market capitalization may also lead to a write-down of our intangible asset balances. As of March 31, 2025 our combined balance sheet had $297 million in intangible assets.

We regularly test our property and equipment and intangible assets for impairment by calculating the fair value less cost of disposal (“FVLCD”) for our cash generating unit (“CGU”) to determine whether any adjustments to the carrying value of our CGU is required. Our assessment of the FVLCD of our CGUs involves estimations about the

future performance of the CGU, accordingly, our estimate can be quite sensitive to significant assumptions of projected discount rates, Adjusted EBITDA growth, projected capital expenditures, long term revenue growth rate and related terminal values. We assess, at the end of each reporting period, whether there exists any indicators (“triggers”) that indicate an asset may be impaired (e.g., asset becoming idle, damaged or no longer in use). If there are such indicators, we estimate the recoverable amount of the asset. Goodwill is tested for impairment annually (at September 30) or when circumstances indicate the carrying value may be impaired. During the year ended December 31, 2024, we reported $3 million ($1 million in 2023) in impairment charges with respect to our assets, which included impairments to property and equipment as a result of physical damages to sites caused by the ongoing war in Ukraine. We determined there were no other impairments for the year ended December 31, 2024.

For further information on the impairment of tangible and intangible assets and recoverable amounts (particularly key assumptions and sensitivities), see Note 9 — Impairment of Assets and Note 11 — Intangible Assets to our audited combined financial statements included elsewhere in this proxy statement/prospectus. For a discussion of the risks associated with the markets where we operate, see “— The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline” and “Risks Related to our Market — Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets.”

Our equipment and systems are subject to disruption and failure for various reasons.

Our technological infrastructure and other property are vulnerable to damage or disruptions from numerous events. These include natural disasters, extreme weather and other environmental conditions, military conflicts, power outages, terrorist acts, riots, government shutdown orders, changes in government regulation, equipment or system failures or an inability to access or operate such equipment or systems, human error or intentional wrongdoings, such as breaches of our network, cyber-attacks or any other types of information technology security threats. For example, we may experience network or technology failures, or a leak or unauthorized processing of confidential customer data, if our technology assets are altered, damaged, destroyed or misused by employees, third parties or other users, either intentionally or due to human error, including as a result of the ongoing war in Ukraine, which could cause us to lose customers, limit our growth, violate our licenses or reduce the confidence of our customers in our ability to securely hold their personal data. In addition, as there is an increased threat of terrorism and military conflicts in the areas in which we operate in Ukraine, incidents on or near our premises, equipment or points of sale could result in causalities, property damage, business interruption, legal liability and damage to our brand or reputation. In addition, while we have managed thus far to repair most of our network assets that incurred damage in Ukrainian territory not under Russian occupation, as a result of the ongoing war in Ukraine there can be no assurance that our network will not sustain major damage or that such damage can be repaired in a timely manner as the war continues. In addition, with increased targeting of Ukraine’s electrical grid, we have faced challenges ensuring that our network assets have a power source. While we have taken measures to manage this risk, there can be no assurance that we will be able to obtain sufficient power sources in the future. See “Risks Related to the War in Ukraine — We have experienced, and may continue to experience, disruptions to our business, financial conditions and results of operation as a result of the war, including due to increased operating costs and damage to network infrastructure and assets.”

Interruptions of services due to disruption or failure of our equipment and systems could harm our reputation and reduce the confidence of our customers to provide them with reliable services and hold their personal data. This could impair our ability to obtain and retain customers and could lead to a violation of the terms of our licenses, each of which could materially harm our business. In addition, the potential liabilities associated with these events could exceed the business interruption insurance we maintain, which could have a material effect on our business and prospects. See “— We have experienced and are continually exposed to cyber-attacks, both to our own operations or those of our third-party providers.”

We are exposed to foreign currency exchange loss, fluctuation and translation risks.

We primarily generate revenue in the Ukrainian hryvnia, which has historically experienced greater volatility than the U.S. dollar. As a result, we may be exposed to foreign currency exchange losses, fluctuations and translation risks. The value of the Ukrainian hryvnia experienced significant volatility following the outbreak of the war in Ukraine, which resulted in the National Bank of Ukraine fixing the Ukrainian hryvnia to a set rate of 29.25 to the U.S. dollar in February 2022. In July 2022, the National Bank of Ukraine devalued the Ukrainian hryvnia to a set rate of 36.57 to the U.S. dollar, representing a devaluation of 25%, which it later removed in October 2023, replacing it with a more

flexible exchange rate. The National Bank of Ukraine will continue to significantly limit exchange-rate fluctuations, preventing both a significant weakening and a significant strengthening of the Ukrainian hryvnia, and we cannot be certain that the Ukrainian hryvnia will be pegged to the U.S. dollar at a later date. Because of the effects of the ongoing war in Ukraine, Ukraine’s economy is expected to continue to contract, which could further impact the Ukrainian hryvnia to U.S. dollar rate. Any change to the Ukrainian hryvnia/U.S. dollar exchange rate could cause our results of operations and financial condition to fluctuate due to currency translation effects. When the Ukrainian hryvnia depreciates against the U.S. dollar in a given period, our results expressed in U.S. dollars will be lower period-on-period, even assuming consistent Ukrainian hryvnia revenue across the periods. Furthermore, we could be materially adversely impacted by a further decline in the value of the Ukrainian hryvnia against the U.S. dollar due to the decline of the general economic performance of Ukraine (including as a result of the continued impact of the war with Russia), investment in Ukraine or trade with Ukrainian companies decreasing substantially, the Ukrainian government experiencing difficulty raising money through the issuance of debt in the global capital markets or as a result of a technical or actual default on Ukrainian sovereign debt. Depreciation of the Ukrainian hryvnia could be sustained over a long period of time due to rising inflation levels in Ukraine as well. However, it may be possible that such depreciation is not reflected in any rate that could be set by the National Bank of Ukraine due to its efforts to control inflation. Although such changes could have a positive impact on our local currency results in Ukraine, such gains could be offset by a corresponding depreciation of the Ukrainian hryvnia in U.S. dollar terms.

In addition, the Ukrainian hryvnia has experienced significant volatility in recent years in response to certain other political and economic issues, including the recent global inflationary pressure, the global rise in prices for goods, increased political instability, climate and war-related impacts and energy grid shortages, which all resulted in high inflation rates in 2023 and 2024. Such volatility may continue and result in depreciation of the Ukrainian hryvnia against the U.S. dollar. Inflation levels are high compared to historical levels, and any increase in inflation or sustained period of high inflation could have a significant impact on our results of operation. Inflationary pressures can exacerbate the risks associated with currency fluctuation. Our profit margins could be harmed if we are unable to sufficiently increase our prices to offset any significant future increase in the inflation rate, manifested in inflationary increases in salary, wages, benefits and other administrative, supply and energy costs, and such price increases may be difficult with our mass market and price-sensitive customer base.

While we engage in certain hedging strategies, such strategies may prove ineffective if, for example, exchange rates fluctuate in response to legislative or regulatory action by a government with respect to its currency. For more information about our foreign currency translation and associated risks, see “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Foreign Currency Translation” and Note 16 — Financial Risk Management of our audited combined financial statements included elsewhere in this proxy statement/prospectus.

Our revenue performance can be unpredictable by nature, as a large majority of our customers have not entered into long-term fixed contracts with us.

Our primary source of revenue comes from prepaid mobile customers, who are not required to enter into long-term fixed contracts, and we cannot be certain that these customers will continue to use our services and at the usage levels we expect. Revenue from postpaid mobile customers represents a small percentage of our total operating revenue and such customers can cancel our postpaid contracts with limited advance notice and without significant penalty. For example, as of December 31, 2024, approximately 76% of our B2C mobile customers were on prepaid plans. Furthermore, as we incur costs based on our expectations of future revenue, the sudden loss of a large number of customers or a failure to accurately predict revenue could harm our business, financial condition, results of operations, cash flows or prospects.

For a description of the key trends and developments with respect to our business, including further discussion of the potential for a further loss of customers as a result of the impact of the war in Ukraine and its impact on our operations and financial performance, see “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operation — The War in Ukraine.”

Our strategic partnerships and relationships carry inherent business risks.

We participate in strategic partnerships and joint ventures and our actions with respect to these affiliated companies may be restricted by the shareholders’ agreements entered into with our strategic partners and our ability to withdraw funds and dividends from or exit our investment in these entities may depend on the consent and cooperation of our partners. See “Business of Kyivstar and Certain Information About Kyivstar — Recent Developments.” If disagreements

develop with our partners, or any existing disagreements are exacerbated, our business, financial condition, results of operations, cash flows or prospects may be harmed. Further, any adverse change in the regulatory approach to in-market consolidation may limit future opportunities for value-accretive market structures. See “— Risks Related to Regulatory and Legal Matters — The telecommunications industry is a highly regulated industry and we are subject to an extensive variety of laws and operate in an uncertain judicial and regulatory environment, which may result in unanticipated outcomes that could harm our business.”

In addition, we do not have direct control over the conduct of our strategic partners. If any of our strategic partners become the subject of an investigation, sanctions or liability, or do not act in accordance with our standards of conduct, our reputation and business might be adversely affected. Furthermore, strategic partnerships in frontier markets are accompanied by risks inherent to those markets, such as an increased possibility of a partner defaulting on obligations or losing a partner with important insights in that region. We could also determine that a partnership or joint venture no longer yields the benefits that we expected to achieve and may decide to exit such initiative, which may result in significant transaction costs or an inferior outcome than was expected when we entered into the partnership or joint venture. For a discussion of how the ongoing war in Ukraine could affect our ability to transact with strategic partners and joint ventures, see “— The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline.”

If we are unable to retain or motivate key personnel, hire qualified personnel, or implement our strategic goals or corporate culture through our personnel, we may not be able to maintain our competitive position or to implement our business strategy.

Our performance and ability to maintain our competitive position and to implement our business strategy is dependent on the continuity of our global senior management team and highly skilled personnel. Competition for qualified personnel with relevant expertise is intense, and there can be a limited availability of individuals with the requisite knowledge and relevant experience of the telecommunications and digital services industries and, in the case of expatriates, the ability or willingness to accept work assignments in Ukraine. We have experienced in recent years, and may continue to experience, certain changes in key management and our board of directors. The ongoing war in Ukraine, including any adverse publicity relating to us as a result of any real or perceived ties of certain of VEON’s shareholders to Russia or otherwise, may make it more difficult for us to attract and retain key talent, including senior management.

Furthermore, we may not succeed in instilling our corporate culture and values in our personnel, which could delay or hamper the implementation of our strategic priorities, or our compensation schemes may not always be successful in attracting, retaining and motivating our personnel. Our success is also dependent on our personnel’s ability to adapt to rapidly changing environments and to perform in line with continuous innovations and industry developments. We also may, from time to time, make adjustments or changes to our operating model and there is a risk in such instances that our personnel may not adapt effectively. Furthermore, while we devote significant attention to recruiting, training and instilling personnel with our corporate values and culture, there can be no assurance that our existing personnel will successfully be able to adapt to and support our strategic objectives.

The loss of any members of our senior management or our key personnel or an inability to attract, train, retain and motivate qualified members of senior management or highly skilled personnel could have an adverse impact on our ability to compete and to implement our business strategy, which could harm our business, financial condition, results of operations, cash flows or prospects.

Our core growth strategies of expanding our digital offerings and investing in 4G connectivity may not be successful.

4G-based growth in mobile connectivity, digital services and increasing our customers’ spend across our services (i.e., our multiplay strategy) is the cornerstone of our growth strategy. This pursuit of growth by cross-selling to our customers across our mobile connectivity and digital services led to higher capital expenditures in the year ended December 31, 2024, including as a result of investments into our network infrastructure and energy resilience.

Since 2021, we have been executing VEON’s “Digital Operator 1440” model pursuant to which we aim to enrich our connectivity offering with proprietary digital applications and services. With this model, we aspire to grow not only our market share, but also the relevance and the wallet share of our businesses and industry by delivering value via, for example, mobile entertainment and mobile health. However, barriers to 4G smartphone adoption, including potential introduction of excessive quality-of-service requirements, potential limitations on provision of digital services by

connectivity providers, as well as regulatory expectations around the premature adoption of 5G, together with highly regulated and often times bureaucratic and slow moving licensing and regulatory regimes potentially out of step with market requirements, are among the risks we face in the execution of this strategy. See “— We operate in highly competitive markets, and as a result may have difficulty expanding our customer base or retaining existing customers.”

Complementing VEON’s “Digital Operator 1440” model is our “asset-light” strategy through which we seek to maximize operational efficiency by disposing our network infrastructure through sales of our tower assets and other merger and acquisition (“M&A”) activity. However, the implementation of this asset-light strategy is not without risks, including high transaction costs (including external advisor service fees) and the inability to recover associated investment costs or realize anticipated synergies, costly and inconvenient delays that have the potential to disrupt our operations or delay the realization of expected business outcomes, regulatory scrutiny and hurdles which may also cause untimely delays and the diversion management attention from core business operations, and other potential risks. Selling our tower infrastructure and subsequently entering into service or lease agreements for their use may result in increases operational costs and service disruption if third party operators fail to perform their obligations in accordance with the terms of the relevant agreements. Additionally, we may not be able to negotiate equally favorable terms upon renewal the lease and other service agreements may result in increased costs of decreased quality of service which may impact our operations. Further, developing proprietary digital applications and services also require investment in capital and research and development as well as skilled personnel such as software developers, the cost of which we may not be able to recover if the resulting digital products and services do not realize the expected return or are otherwise unprofitable or unsuccessful. Digital products may also become obsolete or outdated with rapid technological advancements compared to the time it takes to develop and market such products which will limit realized returns on our investment. We may also lose customers to competitors who develop competitive products due to the ease of switching between certain digital products and services.

If we are unable to successfully implement our strategic initiatives, including acquisitions and divestitures, the growth and other benefits we expect to achieve may not be realized.

The success of our business depends, to a large extent, on our ability to effectively implement our corporate and operational strategies. We continue to transform our business with the aim of improving our operations. As part of this strategy, we are focusing on growing customer engagement and retention through expanding our growth opportunities beyond traditional voice and access data provision into new digitally-enabled services. While we are focused on organic growth opportunities, we seek from time to time to merge with or acquire other companies or businesses, divest our assets and form strategic partnerships through investments, joint ventures, commercial cooperation or otherwise. We may pursue one or a number of these strategies for various reasons, including to simplify our corporate structure, pursue better competitive positions, divest certain operations, business lines or assets, including infrastructure and tower assets, acquire more frequency spectrum, acquire new technologies and service capabilities, share our networks or infrastructure, add new customers, increase market penetration, expand into new or enhance digital services, mobile entertainment or other forms of digital content and expand into new markets.

Acquisitions involve numerous risks, any of which could adversely affect our business. These risks include difficulties in integrating the technologies, operations, existing contracts and personnel of an acquired company; challenges in supporting and transitioning employees, if any, of an acquired company; diversion of financial and management resources from existing operations or alternative acquisition opportunities; failure to realize the anticipated benefits or synergies of a transaction; failure to identify all problems, liabilities or other shortcomings of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, revenue recognition or other accounting practices, as well as employee or customer issues; risks associated with entering new markets or industries in which we have limited or no experience; potential loss of key colleagues, customers and suppliers from either our current business or the acquired company’s business; inability to generate sufficient revenue to offset acquisition costs; higher or unforeseen costs of integration or capital expenditures (including the time and resources of our personnel required to successfully integrate any combined businesses); additional costs associated with funding the acquisition; and possible write-offs or impairment charges relating to acquired businesses. For example, in April 2025, we acquired Uklon, a leading ride-hailing company in Ukraine. However, the integration of the acquisition into our business is not without risks, including the inability to recover associated investment costs or realize anticipated synergies, costly and inconvenient delays that have the potential to disrupt our operations or delay the realization of expected business outcomes, regulatory scrutiny and hurdles which may also cause untimely delays and diversion of management attention from core business operations.

For more information about our recent transactions, see “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operation — Recent Acquisitions.”

In addition, the growth of our business, including any future growth through acquisitions, could place significant demands on our management and operational and financial infrastructure. Managing growth has in the past and will in the future continue to require significant expenditure and allocation of management resources, as well as an expansion in headcount. If we fail to achieve the necessary level of efficiency as we continue to grow, there could be a material adverse effect on our business, financial condition and results of operations. Further, the onset of the war in Ukraine disrupted our strategic plans and diverted management’s attention from such initiatives while they focused and continue to focus on the impact the war in Ukraine had and continues to have on our business, including managing the challenges that arise as a result of the current sanctions regime. The continuation or escalation of the war in Ukraine and its indirect consequences may increase our need for prudent cash management and reduce our appetite for investments, which could adversely affect our business, financial condition, results of operations, cash flows or prospects.

Acquisitions may also increase our indebtedness, both through debt incurred to finance the acquisition and through the assumption of existing indebtedness of the acquired company, which could make it more difficult for us to incur additional indebtedness or refinance existing indebtedness. Any increase in indebtedness in connection with an acquisition may have a material adverse effect on us.

Moreover, merger control rules and antitrust limitations imposed by national and supranational laws and regulations could negatively impact our business if such laws and regulations prevent us from expanding through acquisitions in certain categories or oblige us to divest or conduct activities that may have an impact on our market shares in some geographical areas. We are subject to competition and antitrust laws, rules and regulations, and we could become subject to investigations into the strength of our position or market allocation in Ukraine. Given our strong presence in Ukraine, such investigations or similar legal action or proceedings by any regional, national, supranational competition, antitrust or other regulatory authorities could give rise to fines, obligations or operating restrictions if we are deemed to have infringed upon any applicable laws or regulations. Such fines, obligations, restrictions or other forms of liability could have a material adverse effect on our business, reputation, financial condition or results of operations.

At the same time, if smaller players in our markets are able to consolidate, this could increase the competitive pressure on our business due to an increase in such competitors’ economies of scale and a reduction in their operating costs. Moreover, our competitors might acquire other players in our markets, further strengthening their position in these markets. These events could cause our business, financial condition and results of operations to be materially and adversely affected. See “Risks Related to our Market — We operate in highly competitive markets, and as a result may have difficulty expanding our customer base or retaining existing customers.”

From time to time, we may also seek to divest some of our assets, including divestitures of operations infrastructure or tower assets or business lines. Such divestitures may take longer than anticipated or may not happen at all. If similar divestitures do not occur, close later than expected or do not deliver expected benefits, this may result in decreased cash proceeds and continued operations of non-core businesses that divert the attention of our management. Our success with any divestiture is dependent on effectively and efficiently separating the divested asset or business and reducing or eliminating associated overhead costs which may prove difficult or costly for us. There could also be transitional or business continuity risks or both associated with these divestitures that may impact our service levels and business targets. Furthermore, in some cases, we may agree to indemnify acquiring parties for certain liabilities arising from our former businesses or assets. Failure to successfully implement or complete a divestiture could also materially harm our business, financial condition, results of operations, cash flows or prospects.

We depend on third parties for certain services and equipment, infrastructure and other products important to our business.

We rely on third parties to provide services and products important for our operations. For example, we currently purchase the majority of our network-related equipment from several suppliers, such as Fiberhome, Vision and Huawei. The successful build-out and operation of our networks depends heavily on obtaining adequate supplies of core and transmission telecommunications equipment, fiber, switching equipment, radio access network solutions,

base stations and other services and products on a timely basis. From time to time, we have experienced delays in receiving equipment, installation of equipment and maintenance services, due to factors such as new and existing telecommunications regulations, customs regulations and governmental investigations or enforcement actions. In this case, we may experience temporary service interruptions or service quality problems. We are also dependent on Ukraine Tower Company, which is owned by VEON, with respect to the network infrastructure we utilize. As of December 31, 2024, we and Ukraine Tower Company jointly owned and operated approximately 15,500 sites. As of December 31, 2024, we held approximately 6,800 tower sites. In the event that we are unable to secure required services from Ukraine Tower Company, we would need to seek these services from alternative sources, which may not be feasible at a similar quality, on less favorable contractual terms or at all. If we fail to continue to receive interconnection, roaming and access to network services or are unable to secure alternative services on terms that are as favorable, or at all, this could lead to disruptions in our operations and could have a material adverse effect on our business and results of operations. Any disruption of critical infrastructure may affect our services, and, if such disruption occurs, we will have limited control over the recovery process, which could have a material impact on our business and results of operation.

Since the onset of the war in Ukraine, certain of our business partners have expressed hesitancy or unwillingness to continue to do business with us and concern regarding our ability to perform our existing business contracts, including as a result of the ongoing war in Ukraine and due to the challenges that sanctions on certain of our parent company’s beneficial owners pose to our operations. Several existing and prospective business partners and service providers have declined to conduct business with us as a result, and others may do so in the future. See “Risks Related to the War in Ukraine — We have suffered reputational harm as a result of the ongoing war in Ukraine.” For a further discussion of how the ongoing war in Ukraine will affect our ability to transact with our suppliers, see “— The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline.” Furthermore, even if we or VEON are not subject to sanctions, some customers and business partners decided and may decide to reevaluate or cancel projects for reputational or other reasons. For example, we have faced challenges and expect we will continue to face challenges in conducting business with persons or entities subject to the jurisdiction of the relevant sanctions regimes, including international financial institutions, rating agencies, auditors and international equipment suppliers, including suppliers of our telecommunications equipment, which can impact our ability to raise funds from international capital markets, acquire equipment from international suppliers or access assets held abroad. Depending on the extent and breadth of sanctions, export controls and other measures that have been and may be imposed on us or other parties affiliated with us, such as our direct or indirect shareholders, in connection with the war in Ukraine and the response of our business partners in response to such controls, our business, financial condition and results of operations have in the past and could in the future materially and adversely affect us.

We do not have direct operational or financial control over our suppliers and have limited influence with respect to the manner in which these key suppliers conduct their businesses. Our business, including key network and IT projects, could be materially impacted by disruptions to our key suppliers’ businesses or supply chains, due to factors such as significant geopolitical events, changes in law or regulation, the introduction of restrictions to curb epidemics or pandemics, such as those seen during the COVID-19 pandemic, trade tensions and export and re-export restrictions. Any of these factors could affect our suppliers’ ability to procure goods, software or technology necessary for the service, production and satisfactory delivery of the supplies, support services and equipment that we source from them. For example, in May and August 2019, the U.S. Department of Commerce added Huawei and 114 of its affiliates to its “Entity List,” prohibiting companies globally from directly or indirectly exporting, re-exporting or transferring (in-country) all items subject to U.S. export control jurisdiction to Huawei without authorization and procuring items from Huawei when they know or have reason to know that the items were originally procured by Huawei in violation of U.S. export control regulations. In August 2020, the U.S. Department of Commerce further expanded its export control restrictions targeting Huawei. This development continues to be a factor in the management of our supply chain. Despite the Company’s efforts to find alternative suppliers and reduce dependence on suppliers subject to U.S export control restrictions by diversifying the Company’s supply chain, the Company continues to source equipment and services from Huawei, and further restrictions adopted by the United States, or any other applicable jurisdiction, on Huawei, or increased tensions between the United States and China, could potentially have a significant impact on our operations. Specifically, any restriction on Huawei’s ability to deliver equipment or services, or on our ability to receive such equipment or services, could adversely impact our business, the operation of our networks and our ability to comply with the terms of our operating licenses and local laws and regulations.

We have and may continue to outsource all or a portion of construction, maintenance services, IT infrastructure hosting and network capabilities. For example, our digital stacks and data management platforms are dependent on third parties, and we have also entered into outsourcing initiatives. As a result, our business could be materially harmed if our agreements with third parties were to terminate, if our partners experience certain negative developments (financial, legal, regulatory or otherwise), if they become unwilling or unable to service our businesses, or a dispute between us and such parties occurs, which causes our suppliers to be unable to fulfill their obligations under our agreements with them on a timely basis, or at all. If such events occur, we may attempt to renegotiate the terms of such agreements with the third parties. However, there can be no assurance that the terms of such amended agreements will be more favorable to us than those of the original agreements. We also depend on third parties, including software providers and service providers, for our day-to-day business operations.

We cannot assure you that our suppliers will continue to provide services and products to us at attractive prices or that we will be able to obtain such services and products in the future from these or other suppliers on the scale and within the time frames we require, if at all. If our suppliers are unable to provide us with adequate services and products or provide them in a timely manner, our ability to attract customers or offer attractive product and service offerings could be negatively affected, which in turn could materially harm our business, financial condition, results of operations, cash flows or prospects.

Many of our mobile products and services are sold to customers through third-party channels. These third-party retailers, agents and dealers that we use to distribute and sell products are not under our control and may stop distributing or selling our products at any time or may more actively promote the products and services of our competitors. Should this occur with particularly important retailers, agents or dealers, we may face difficulty in finding new retailers, sales agents or dealers that can generate the same level of revenue. In addition, mobile handset providers are at times subject to supply constraints, particularly when there is high demand for a particular handset or when there is a shortage of components.

We do not have direct control over the infrastructure and networks that we depend on to provide telecommunication services to our customers.

Our ability to provide high quality telecommunications services depends on our ability to secure and maintain interconnection and roaming agreements with other mobile and fixed-line operators and access to infrastructure, networks and connections that we do not own. Interconnection is required to complete calls that originate on our respective networks but terminate outside our respective networks, or that originate from outside our respective networks and terminate on our respective networks. While we have interconnection agreements in place with other operators, we do not have direct control over the quality of their networks and the interconnection and roaming services they provide. Outages, disconnections or restrictions, including governmental, to access affecting these international connections can have a significant impact on our ability to offer services and data connectivity to our customers. Any difficulties or delays in interconnecting with other networks and services, or the failure of any operator to provide reliable interconnection or roaming services to us on a consistent basis, could result in a loss of customers or a decrease in traffic, which would reduce our revenues and harm our business, financial condition, results of operations, cash flows or prospects.

Securing these interconnection and roaming agreements and access on cost-effective terms is critical to the economic viability of our operations. We have a limited number of international cable connections providing access to internet, data service and call interconnection and such international connections may be controlled by the national governments that may seek to control or restrict access from time to time or impose conditions on pricing and availability which may impact our access and the competitiveness of our pricing. NCEC sets MTRs, which are fees for access and interconnection that mobile operators charge for calls terminating on their respective networks. A reduced MTR has a substantial effect on our revenue. A significant increase in our interconnection costs, or decrease in our interconnection rates, as a result of new regulations, commercial decisions by other operators, increased inflation rates or a lack of available line capacity for interconnection could harm our ability to provide services, which could in turn harm our business, financial condition, results of operations, cash flows or prospects.

The loss of important intellectual property rights, as well as third-party claims that we have infringed on their intellectual property rights, could significantly harm our business.

We regard our copyrights, service marks, trademarks, trade names, trade secrets, know-how and similar intellectual property, including our rights to certain domain names, as important to our continued success. For example, our widely recognized logo (“Kyivstar”), has played an important role in building brand awareness for our services and products. We rely on trademark and copyright law, trade secret protection and confidentiality or license agreements with our

employees, customers, partners and others to protect our proprietary rights. However, intellectual property rights can be difficult to protect in frontier markets, including Ukraine. In these markets, the regulatory agencies charged to protect intellectual property rights may be inadequately funded, legislation can be underdeveloped, piracy is more commonplace and the enforcement of court decisions can be difficult.

In addition, as we continue our investment into a growing ecosystem of local digital services, we will need to ensure that we have adequate legal rights to the ownership or use of necessary source code, content and other intellectual property rights associated with our systems, products and services. For example, a number of platforms and digital services we offer are developed using source code created in conjunction with third parties. Even though we rely on a combination of contractual provisions and intellectual property law to protect our proprietary technology and software, access to and use of source code and other necessary intellectual property, third parties may still infringe on or misappropriate our intellectual property. We may be required to bring claims against third parties in order to protect our intellectual property rights, or third parties may bring claims alleging that we have infringed on their intellectual property rights; in each case, we may not succeed in protecting the rights that we use. As a result, the value attributable to the use intellectual property that is material to the operation of our business may be diminished or we may be prevented from using such intellectual property.

We are in the process of registering, and maintaining and defending the registration of, the Kyivstar name and logo as trademarks in key territories, along with our other key trademarks and trade names, logos and designs. As of December 31, 2024, we have achieved registration of 533 trademarks in Ukraine.

In addition, as the number of our convergent product offerings and overlapping product functions increase as we execute our expansion of our digital services offering, we need to ensure that such brands and associated intellectual property are protected through trademark and copyright law in the same way as our legacy brands and products. Furthermore, with the introduction of new product offerings, the possibility of intellectual property infringement claims both against us and taken by us may correspondingly increase. As we expand our digital services offerings, our ability to provide our customers with content depends on obtaining various rights from third parties on terms acceptable to us.

Current and new intellectual property laws may affect our ability to protect our innovations and defend against third-party claims of intellectual property rights infringement. The costs of compliance with these laws and regulations are high and are likely to increase in the future. Claims have been, or may be, threatened and/or filed against us for intellectual property infringement based on the nature of, and content in, our products and services, or content generated by our users. Any such claims or lawsuits, whether with or without merit, could result in substantial costs and diversion of resources, could cause us to cease offering or licensing services and products that incorporate the challenged intellectual property, or could require us to develop non-infringing products or services, if feasible, which could divert the attention and resources of our technical and management personnel. We cannot assure you that we would prevail in any litigation related to infringement claims against us. A successful claim of infringement against us could result in us incurring high costs, being required to pay significant damages, cease the development or sale of certain products and services that incorporate the challenged intellectual property, obtain licenses from the holders of such intellectual property which may not be available on commercially reasonable terms, or otherwise redesign those products to avoid infringing upon others’ intellectual property rights, any of which could harm our business and our ability to compete.

Our insurance coverage, customer indemnifications or other liability protections may be unavailable or inadequate to cover all of our significant risks or our insurers may deny coverage of or be unable to pay for material we incur.

We strive to obtain various insurance policies for our business, including property insurance, liability insurance policies and director and officer insurance. Not every risk or liability can be insured, and for risks that are insurable, the policy limits and terms of coverage reasonably obtainable in Ukraine may not be sufficient to cover all actual losses or liabilities incurred. In the years ended December 31, 2023 and 2024, we did not receive payment for our war-related insurance claim from 2022. Due to the uncertainty surrounding the timing and amount of any payout, we have not recognized any payment in our financial statements for these periods.

In some circumstances we may be entitled to certain legal protections or indemnifications from our customers through contractual provisions, laws, regulations or otherwise. However, these protections are not always available, are typically subject to certain terms or limitations, and may not be sufficient to cover all losses or liabilities incurred. If insurance coverage, customer indemnifications and/or other legal protections are not available or are not sufficient to cover our risks or losses, it could have a material adverse effect on our financial position, results of operations and/or cash flows.

Risks Related to Liquidity and Capital

We may not be able to raise additional capital, or we may only be able to raise additional capital at significantly increased costs.

We may need to raise additional capital in the future, including through debt financing. If we incur indebtedness, we could be exposed to risks related to indebtedness and debt service obligations, which could impact our business and financial condition. Our ability to timely raise capital may be limited, or may be unavailable on acceptable terms, if at all. Our failure to raise capital when needed could harm its business, operating results and financial condition. Debt issued to raise additional capital may reduce the value of Kyivstar Group Ltd. Common Shares. If Kyivstar Group Ltd. incurs debt, the debt holders could have rights senior to holders of Kyivstar Group Ltd. Common Shares to make claims on Kyivstar Group Ltd.’s assets. The terms of any debt could restrict Kyivstar Group Ltd.’s operations, including its ability to pay dividends on Kyivstar Group Ltd. Common Shares. As a result, Kyivstar Group Ltd. shareholders bear the risk of future issuances of debt securities reducing the value of Kyivstar Group Ltd. Common Shares.

In addition, we are dependent on VEON as a potential source of funding, and our ability to obtain additional capital, if needed, is dependent on their financial support. After the consummation of the Business Combination, Kyivstar Group Ltd. will also be dependent on VEON for any potential funding needs in order to cover certain expenses, such as any expenses incurred as a result of being a public company, including as a result of continued restrictions on upstreaming of dividends. See “— Risks Related to the Business and Industry of Kyivstar — Risks Related to the War in Ukraine — We may face the risk of nationalization or confiscation of our operations and assets.” We could be materially and adversely impacted if VEON were to experience significant business challenges, disruptions or failures due to financial difficulties or bankruptcy, regulatory or quality compliance issues, or other legal or reputational issues.

Further, economic sanctions that have been imposed in connection with the war in Ukraine have negatively affected us and may affect our ability to secure future external financing due to an unwillingness of banks and other debt investors to transact with, provide loans or purchase bonds of entities with the indirect share ownership by sanctioned individuals. For example, the sanctions introduced have led certain vendors and banking partners to reassess and, in some instances, to significantly scale back their services to us. See “— Risks Related to the War in Ukraine — We have suffered reputational harm as a result of the ongoing war in Ukraine and the sanctions imposed.”

If we are unable to raise additional capital in the market in which we want to raise it, or at all, or if the cost of raising additional capital significantly increases, as is the case when central banks raise benchmark interest rates, we may be unable to make necessary or desired capital expenditures, take advantage of investment opportunities or meet unexpected financial requirements, and our growth strategy and liquidity may be negatively affected. This could cause us to delay or abandon anticipated expenditures and investments or otherwise limit operations. See “Risks Related to our Operations — We are exposed to foreign currency exchange loss, fluctuation and translation risks, including as a result of the ongoing war in Ukraine” and “— Risks Related to our Operations — The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline.”

Our indebtedness and debt service obligations, and any future indebtedness and debt service obligations, could decrease our cash flow, which could adversely affect our business and financial condition.

Upon the closing of the Business Combination, we do not expect to have outstanding external debt for bonds, bank loans and other borrowings. As of March 31, 2025, we had lease liabilities amounting to $333 million. For more information regarding our outstanding indebtedness and debt agreements, see “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations — Going Concern, Liquidity and Capital Resources — Indebtedness.”

Some of the agreements under which we borrow funds contain covenants or provisions that impose certain operating and financial restrictions on us, including balance sheet solvency, and may prevent us from incurring additional debt. As our earnings are in local currency, while the majority of our debt is denominated in U.S. dollars, devaluations of the currencies of our key markets would make it more difficult to repay our debt. In addition, capital controls and other restrictions, including limitations on payment of interest, dividends or international funds transfers, along with punitive taxes and penalties targeted at foreign entities may also impact our liquidity or ability to comply with certain of the above-mentioned ratios. See “— Risks Related to the Business and Industry of Kyivstar — Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets.” Failure to comply with the covenants or provisions of the agreements under which we borrow funds may result in a default,

which could increase the cost of securing additional capital, lead to accelerated repayment of any future indebtedness or result in the loss of any assets that secure the defaulted indebtedness or to which our creditors otherwise have recourse. A default or acceleration of the obligations under one or more of these agreements (including as a result of cross-default or cross-acceleration) could have a material adverse effect on our business, financial condition, results of operations or prospects. In addition, covenants in certain of our debt agreements could restrict our liquidity and our ability to expand or finance our future operations. For a discussion of agreements under which we borrow funds and a description of how that has changed since December 31, 2024, see Note 14 — Investments, Debt and Derivatives to our audited combined financial statements included elsewhere in this proxy statement/prospectus. Aside from the risk of default, given our substantial amounts of indebtedness and the limits imposed by our debt obligations, our business could suffer significant negative consequences such as the need to dedicate a substantial portion of our cash flows from operations to the repayment of our debt, thereby reducing funds available for paying dividends, working capital, capital expenditures, acquisitions, joint ventures and other purposes necessary for us to maintain our competitive position, flexibility and resiliency in the face of general adverse economic or industry conditions.

Following the onset of the war in Ukraine, our ability to upstream cash has been materially impaired, due to increased volatility of the Ukrainian hryvnia and tightened currency controls within Ukraine, currently restricting cash upstreaming. In addition, the war in Ukraine and the developments since with respect to sanctions have limited access to the debt capital markets, which has impacted our ability to refinance our internal indebtedness. As a result of the sanctions and regulations, the international clearing systems have stopped payments in Russian ruble, as a result of which we anticipate the settlement of the coupon and principal of VEON Holdings’ 2025 Bonds will continue to be in U.S. dollars, subject to compliance with sanctions.

Risks Related to Regulatory and Legal Matters

The telecommunications industry is a highly regulated industry and we are subject to an extensive variety of laws and operate in an uncertain judicial and regulatory environment, which may result in unanticipated outcomes that could harm our business.

Our operations are subject to different and occasionally conflicting laws and regulations, which could result in market uncertainty and the lack of clear criteria. Regulatory compliance may be costly and involve a significant expenditure of resources, thus negatively affecting our financial condition. In addition, any significant changes in such laws or regulations or their interpretation, or the introduction of higher standards, additional obligations or more stringent laws or regulations, could result in significant additional costs, including fines and penalties, operational burdens and other difficulties associated with not complying in a timely manner, or at all, with new or existing legislation or the terms of any notices or warnings received from the telecommunications and other regulatory authorities. In addition, the application of the laws and regulations of any particular country is frequently unclear and may result in adverse rulings or audit findings by courts or government authorities resulting from a change in interpretation or inconsistent application of existing law.

Our operations may also be subject to regulatory audits in relation to prior compliance. For example, on July 15, 2024, the National Center for Operational and Technical Management for Telecommunications Networks (“NCU”), which operates wartime electronic communication networks, adopted Resolution #539/2344 (the “Resolution”), which requires Mobile Network Operators (“MNOs”) to be able to restore at least 25% of their networks using generators for the first 72 hours following a blackout, and to restore 100% of their networks using battery power for at least 10 hours in the event of a blackout by February 1, 2025. The consequences of non-compliance may include penalties under the Law of Ukraine on Electronic Communications, and the fine can be up to 0.3% of mobile service revenue for the previous fiscal year per offense.

As a result of the ongoing war in Ukraine, these risks are compounded, as there is a risk that laws and regulations affecting telecommunications companies operating in Ukraine may be changed dramatically and in ways that are adverse to our operations and results. For a further discussion on the ongoing war in Ukraine and its impact on our business, see “— Risks Related to the War in Ukraine.” For a discussion on the risks associated with operating in frontier markets, see “— Risks Related to our Market — Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets.”

Mobile, internet, fixed-line, voice, content and data markets generally are subject to extensive regulatory requirements, such as strict licensing regimes, antitrust and consumer protection regulations. Our ability to provide our mobile services is dependent on obtaining and maintaining the relevant licenses. These licenses are limited in time and subject

to renewal. While we are confident in our ability to obtain renewals upon request, we may not reliably predict the financial and other conditions at which such renewals will be granted. See “— Our licenses are granted for specific periods and may be suspended, revoked or we may be unable to extend or replace these licenses upon expiration and we may be fined or penalized for alleged violations of law, regulations or license terms.” The applicable rules in Ukraine are generally subject to different interpretations and the relevant authorities may challenge the positions that we take, resulting in unpredictable outcomes such as restrictions or delays in obtaining additional numbering capacity, receiving new licenses and frequencies, receiving regulatory approvals for rolling out our networks in the regions for which we have licenses, receiving regulatory approvals for the use of changes to our frequency, receiving regulatory approvals of our tariffs plans and importing and certifying our equipment.

As we expand certain areas of our business and provide new services, digital content, other non-connectivity services or value-added and internet-based services, we may be subject to additional laws and regulations. In addition, certain regulations may require us to reduce retail prices, roaming prices or MTR and/or fixed-line termination rates, require us to offer access to our network to other operators, or result in the imposition of fines if we fail to fulfill our service commitments. We may be required to obtain approvals for certain acquisitions, reorganizations or other transactions, and failure to obtain such approvals may impede or harm our business and our ability to adjust our operations or acquire or divest of businesses or assets. Violation of these laws by an operator may result in fines, suspension of activities or license revocation. The nature of our business also subjects us to certain regulations regarding open internet access or net neutrality.

Our fiber business may be adversely affected by required permission procedures and local limitations, as well as by lease arrangements relating to our fiber infrastructure backbone. Our fiber business must excavate to lay new cables and repair existing cables, and we are obliged to obtain permission for excavations from authorized municipalities and institutions. In some areas, excavations may be terminated as a result of the high and variable costs of the right of way tariffs requested by municipalities. In addition, our investment plans may be affected due to excavations being banned during certain seasons within the administrative boundaries of municipalities. Furthermore, right of way conflicts with major municipalities to establish fiber optics infrastructure may affect our ability to provide services and to maintain operational excellence. The current infrastructure sharing and right of way procedures, operational difficulties and public authorities’ approach toward mandatory facility sharing obligation might negatively affect our ability to expand our fiber network and slow down our future investments. More generally, all of these factors could increase our costs and have a material adverse effect on our business and financial condition.

Regulatory requirements and compliance with such regulations may be costly and involve a significant expenditure of resources, which could impact our business operations and may affect our financial performance. We face regulatory risks and costs and may be subject to additional regulations in future. In particular, our ability to compete effectively in existing or new markets could be adversely affected if regulators decide to expand the restrictions and obligations to which we are subject, or extend such restrictions and obligations to new services and markets, or otherwise withdraw or adopt regulations, which may cause delays in implementing our strategies and business plans and create a more challenging operating environment. Furthermore, our ability to introduce new products and services may also be affected if we do not accurately predict how existing or future laws, regulations or policies would apply to such products and services, which could prevent us from realizing a return on our investment in their development. Any failure on our part to comply with existing or new laws and regulations can result in negative publicity, the risk of prosecution or the suspension or loss of our licenses, frequency allocations, authorizations or various permissions, diversion of management time and effort, increased competitive and pricing pressure on our operations, significant fines and liabilities, third party civil claims and other penalties or otherwise harm our business, financial condition, results of operations, cash flows or prospects.

For more information on the regulatory environment in which we operate, certain regulatory developments and trends and their impact on our business, see “Business of Kyivstar and Certain Information About Kyivstar — Regulatory.”

Violations of and changes to applicable sanctions and embargo laws, including export control restrictions, may harm our business.

Various governmental authorities have imposed significant penalties on companies that fail to comply with the requirements of applicable sanctions and embargo laws and regulations, as well as export control restrictions. Where applicable to our activities, we must comply with sanctions and embargo laws and regulations and export control

restrictions, including those that have been imposed in response to the ongoing war in Ukraine. Sanctions and embargo and export control laws and regulations generally establish the scope of their own application, which arise for different reasons and can vary greatly by jurisdiction.

The scope of such laws and regulations may be expanded, sometimes without notice, in a manner that could materially adversely affect our business, financial condition, results of operations, cash flows or prospects. For example, in the United States, Congress enacted the Export Controls Act of 2018 which aims to enhance protection of U.S. technology resources by imposing greater restrictions on the transfer to non-U.S. individuals and companies, particularly through exports to China, of certain key foundational and emerging technologies and cyber-security considered critical to U.S. national security. In recent years, the Department of Commerce has also broadened the scope of U.S. export controls measures to protect a wider range of national security interests, including telecommunications technology, against perceived challenges presented by China, and has introduced heightened export restrictions targeting parties identified as military end-users and military intelligence end-users, including parties in China. This has had an effect on our ability to procure certain supplies for our business and transact with certain business partners. In response to these developments, countries, such as China, have also adopted sanctions countermeasures that may impact our future ability to ensure our suppliers’ compliance with these laws.

Notwithstanding our policies and compliance controls, we may be found in the future to be in violation of applicable sanctions and embargo laws, particularly as the scope of such laws, including those recently imposed following the war in Ukraine, may be unclear and subject to discretionary interpretations by regulators, which may change over time. If we fail to comply with applicable sanctions or embargo laws and regulations, we could suffer severe operational, financial or reputational consequences. For a discussion of risks related to export and re-export restrictions, see “Risks Related to our Operations — We depend on third parties for certain services and equipment, infrastructure and other products important to our business.”

We could be subject to tax claims and repeated tax audits that could harm our business.

Tax declarations together with related documentation are subject to review and investigation by authorities, which are empowered to impose fines and penalties on taxpayers. Tax audits may result in additional costs to our group if the relevant tax authorities conclude that an entity of our group did not satisfy their relevant tax obligations in any given year. Such audits may also impose additional burdens on us by diverting the attention of management resources.

Tax audits are conducted regularly, but their outcomes may not be fair or predictable. In the past and currently, we have been subject to substantial claims by tax authorities and these claims have resulted, and future claims may result, in additional payments, including interest, fines and other penalties, to the tax authorities.

There can be no assurance that we will prevail in litigation with tax authorities and that the tax authorities will not claim the additional taxes, interest, fines and other penalties that are owed by us for prior or future tax years, or that the relevant governmental authorities will not decide to initiate a criminal investigation or prosecution, or expand existing criminal investigations or prosecutions, in connection with claims by tax inspectorates, including those relating to individual employees and for prior tax years. We have been the subject of periodic tax audits. The outcome of any future audits or the adverse or delayed resolution of other tax matters, including where the relevant tax authorities may conclude that we had significantly underpaid taxes relating to earlier periods, could harm our business, financial condition, results of operations, cash flows or prospects.

For more information regarding tax claims and tax provisions and liabilities and their effects on our financial statements, see Note 7 — Provisions and Contingent Liabilities to our audited combined financial statements included elsewhere in this proxy statement/prospectus.

Changes in tax treaties, laws, rules or interpretations, including our determination of the recognition and recoverability of deferred tax assets, could harm our business, and the unpredictable tax systems and our performance may give rise to significant uncertainties and risks that could complicate our tax and business decisions.

The introduction of new tax laws or the amendment of existing tax laws, such as those relating to transfer pricing rules or the deduction of interest expenses, may increase the risk of adjustments being made by the tax authorities and, as a result, could have a material adverse impact on our business, financial condition, results of operations, cash flows or

prospects. For example, within the Organization for Economic Co-operation and Development (“OECD”) there is an initiative aimed at avoiding base erosion and profit shifting (“BEPS”) for tax purposes. This OECD BEPS project has resulted in further developments in other countries and in particular in the European Union.

For example, the OECD Pillar Two (“Pillar Two”) legislation has been substantively enacted in certain jurisdictions, but not in Ukraine. The legislation will be effective for our financial year beginning January 1, 2024. We are in scope of substantively enacted legislation and we have performed an assessment of our potential exposure to Pillar Two income taxes. It is based on the most recent tax filings, reporting. Based on the assessment, the Pillar Two effective tax rates are above 15%. We have applied the temporary mandatory exception to the requirement to recognize deferred tax assets and liabilities related to Pillar Two income taxes.

Our business decisions take into account certain taxation scenarios, which could be proven to be untrue in the event of adverse decisions by tax authorities or changes in tax treaties, laws, rules or interpretations. For example, we are vulnerable to changes in tax laws, regulations and interpretations in Ukraine.

These considerations are compounded by the fact that the interpretation and enforcement of tax laws in the frontier market in which we operate tends to be unpredictable and give rise to significant uncertainties, which could complicate our business decisions. Any additional tax liability imposed on us by tax authorities in this manner, as well as any unforeseen changes in applicable tax laws or changes in the tax authorities’ interpretations of the respective double tax treaties in effect, could harm our future results of operations, cash flows or the amounts of dividends available for distribution to shareholders in a particular period. Considerable judgment is therefore required by our management to determine whether it is probable that an uncertain income tax position will not be sustained and to estimate the amounts in the range of most likely outcomes. Judgment is also required by management in determining the degree of probability of an unfavorable outcome for non-income tax claims and to make a reasonable estimate of the amount of loss. Due to these uncertainties and challenges, we may be required to accrue substantial amounts for contingent tax liabilities and the amounts accrued for tax contingencies may not be sufficient to meet any liability we may ultimately face. From time to time, we may also identify tax contingencies for which we have not recorded an accrual. Such unaccrued tax contingencies could materialize and require us to pay additional amounts of tax. See Note 7 — Provisions and Contingent Liabilities and Note 8 — Income Taxes to our audited combined financial statements included elsewhere in this proxy statement/prospectus.

Furthermore, we recognize deferred tax assets based on whether management estimates that it is probable that there will be sufficient taxable profits in the relevant legal entity or tax group to allow the recognized assets to be recovered, which requires significant judgment.

Several factors could adversely affect our ability to realize the benefits of deferred tax assets going forward:

•        adverse economic conditions could negatively impact our profitability and, consequently, our ability to generate taxable income, which could hinder our ability to utilize deferred tax assets within the allowable time frame;

•        future changes in tax laws or regulations, including changes in tax rates, could impact the value of our deferred tax assets, reducing reduce or eliminating the benefits associated with our deferred tax assets;

•        our ability to realize deferred tax assets depends on our operational performance; if we fail to achieve our projected earnings or if our business operations do not perform as expected, we may not generate sufficient taxable income to utilize our deferred tax assets;

•        decisions related to mergers, acquisitions, divestitures or other strategic initiatives could affect our ability to utilize deferred tax assets; for example, changes in our business structure or the sale of certain assets could impact the timing and amount of taxable income;

•        we periodically assess the need for valuation allowances against our deferred tax assets. If we determine that it is more likely than not that some or all of these assets will not be realized, we may need to establish or increase valuation allowances, which would result in a charge to our earnings.

Given these uncertainties, there is a risk that we may not be able to fully realize the benefits of our deferred tax assets within the allowable timeframe, which could impact our profitability.

The tax laws and regulations are complex and subject to varying interpretations and degrees of enforcement, and we cannot be sure that our interpretations are accurate or that the responsible tax authority agrees with our views. If our tax positions are challenged by the tax authorities or if there are any unforeseen changes in applicable tax laws and interest, if applicable, we could incur additional tax liabilities, which could increase our costs of operations and harm our business, financial condition, results of operations, cash flows or prospects.

The changes in regulatory requirements in banking and other financial systems and currency control requirements restrict our activities, including in relation to the ongoing war in Ukraine.

The banking and other financial systems in Ukraine are underdeveloped and/or under-regulated, and laws relating to banks and bank accounts are subject to varying interpretations and inconsistent application. The national bank and government in Ukraine may restrict or prevent international transfers, or impose foreign exchange controls or other currency restrictions, either as a result of martial law or another legal restriction as a result of the war. This could prevent us from making payments, including paying dividends and third-party suppliers. For example, restrictions applicable in Ukraine to all foreign-owned companies have limited our upstreaming of dividends, which include local banking and capital restrictions that may limit us from making dividend payments and introduced legal restrictions on making certain payments abroad (such as investments, interest and principal payments on loans or financing of any affiliate companies or representative offices offshore). Furthermore, banks have limitations on the amounts of loans that they can provide to single borrowers, which could limit the availability of local currency financing. There can be no assurance that we will be able to obtain approvals under the foregoing restrictions or limitations, or when such restrictions or limitations will be lifted, if at all, which could have a material impact on our business, financial condition, cash flows, results of operations or prospects.

Uncertain banking laws and continued legal restrictions as a result of the war may also limit our ability to attract future investment. Such banking risk cannot be completely eliminated by diversified borrowing and conducting credit analyses. In addition, underdeveloped banking and financial systems are more susceptible to a banking crisis, which would affect the capacity for financial institutions to lend or fulfill their existing obligations, or lead to the bankruptcy or insolvency of the banks from which we receive, or with which we hold, our funds, and could result in the loss of our deposits, the inability to borrow or refinance potential borrowings or otherwise negatively affect our ability to complete banking transactions in these countries. Funds invested in government financial products may also be lost.

New or proposed changes to laws or new interpretations of existing laws may harm our business.

As a telecommunications operator, with digital content, digital health, advertising technology (“AdTech”) and other non-connectivity offerings, we are subject to a variety of national and local laws and regulations. These laws and regulations apply to many aspects of our business. Violations of applicable laws or regulations could damage our reputation or result in regulatory or private actions with substantial penalties or damages, including the revocation of some of our licenses. In addition, any significant changes in such laws or regulations or their interpretation, or the introduction of higher standards, additional obligations or more stringent laws or regulations, including revision in regulations for license and frequency allocation and changes in foreign policy or trade restrictions and regulations (including as a consequence of the ongoing war in Ukraine) could have an adverse impact on our business, financial condition, results of operations, cash flows or prospects.

For example, SIM verification and re-verification initiatives have been proposed, which could result in the loss of some of our customer base. In addition to customer losses, such requirements can result in claims from legitimate customers who are incorrectly blocked, fined, have their license suspended and other liabilities arising from the failure to comply with the requirements. To the extent re-verification and/or new verification requirements are imposed, it could have an adverse impact on our business, financial condition, results of operations and prospects. In addition, we have seen the adoption of data localization and data protection laws that regulate the collection and/or processing of certain personal data through servers located outside of the respective jurisdictions.

In addition, legislation is being implemented to extend data protection laws. For example, Ukraine has been actively working to align its data protection laws with international standards, particularly the EU’s General Data Protection Regulation (“EU GDPR”).

We may not be able to detect and prevent fraud or other misconduct by our employees, joint venture partners, non-controlled subsidiaries, representatives, agents, suppliers, customers or other third parties.

We may be exposed to fraud or other misconduct committed by our employees, joint venture partners, non-controlled subsidiaries, representatives, agents, suppliers, customers or other third parties undertaking actions on our behalf that could subject us to litigation, financial losses and fines, penalties or criminal charges imposed by governmental authorities, and affect our reputation.

Such misconduct may include misappropriating funds, conducting transactions that are outside of authorized limits, engaging in misrepresentation or fraudulent, deceptive or otherwise improper activities, including activities in exchange for personal benefit or gain or activities that otherwise do not comply with applicable laws or our internal policies and procedures.

In addition to any potential legal and financial liability, our reputation may also be adversely impacted by association, action or inaction that is either real or perceived by stakeholders or customers to be inappropriate or unethical. Reputational risk may arise in many different ways, including, but not limited to any real or perceived:

•        failure to act in good faith and in accordance with our values, policies, procedures, and internal standards;

•        failure to comply with applicable laws or regulations or association, real or perceived, with illegal activity;

•        failure in corporate governance, management or systems;

•        association with controversial practices, customers, transactions, projects, countries or governments or other third parties;

•        association with controversial business decisions, including but not limited to those relating to existing or new products, delivery channels, promotions/advertising, acquisitions, representations, sourcing/supply chain relationships, locations or treatment of financial transactions; or

•        association with poor employment or human rights practices.

We regularly review and update our policies and procedures and internal controls, including our corporate compliance program, which are designed to provide reasonable assurance that we and our personnel comply with applicable laws and our internal policies. We have also issued a Business Partner Code of Conduct that we expect our representatives, agents, suppliers and other third parties to follow and conduct risk-based training for our personnel. However, there can be no assurance that such policies, procedures, internal controls and training will, at all times, prevent or detect misconduct and protect us from liability arising from actions of our employees, joint ventures partners, non-controlled subsidiaries, representatives, agents, suppliers, customers or other third parties.

We are subject to anti-corruption laws.

We operate in a country that poses an elevated risk of corruption and is subject to a number of anti-corruption laws, including the FCPA, the Criminal Code of Ukraine and the Law of Ukraine on Prevention of Corruption. An investigation into allegations of non-compliance or a finding of non-compliance with anti-corruption laws or other laws governing the conduct of business may subject us to administrative and other financial costs, reputational damage, criminal or civil penalties or other remedial measures, which could harm our business, financial condition, results of operations, cash flows or prospects. Ukrainian and international anti-corruption laws generally prohibit companies and their intermediaries from promising, offering or giving a financial or other things of value or advantage to someone for the purpose of improperly influencing a matter or obtaining or retaining business or rewarding improper conduct. The FCPA further requires issuers, including foreign issuers with securities registered on a U.S. stock exchange, to maintain accurate books and records and a system of sufficient internal controls. We regularly review and update our policies and procedures and internal controls, as well as our corporate compliance program, to provide reasonable assurance that we and our personnel comply with the applicable anti-corruption laws, although we cannot guarantee that these efforts will be successful.

Our employees, local partners or other parties acting on our behalf or with whom we enter into partnership agreements or similar agreements, or our suppliers, could violate policies and procedures intended to promote compliance with anti-corruption laws or sanctions, regardless of whether we had participated in such acts or had knowledge of such acts at certain levels within our organization. Any of the foregoing could result in criminal prosecution and sanctions,

fines, penalties, withdrawal of licenses against us, companies in which we invested and their officers and employees, significant damage to our reputation and negatively affect our competitive advantage and financial position. There can be no assurance that acts of corruption will not occur or be alleged in respect of any of our activities or those of our current or past affiliates.

We maintain a Business Partner Code of Conduct and attempt to obtain assurances from third parties, through contractual and other legal obligations, that they also will comply with anti-corruption laws applicable to them and to us. However, these efforts to secure legal commitments are not always successful. There are inherent limitations to the effectiveness of any policies, procedures and internal controls, including the possibility of human error and the circumvention or overriding of the policies, procedures and internal controls. There can be no assurance that such policies or procedures or internal controls will work effectively at all times or protect us against liability under anti-corruption or other laws for actions taken by our personnel, distributors and other intermediaries with respect to our business or any businesses that we may acquire.

We collect and process sensitive personal data and are therefore subject to evolving data privacy laws and heightened regulatory obligations that may require us to incur substantial costs and implement certain changes to our business practices that may adversely affect our results of operations.

We are subject to various, and at times conflicting, data privacy laws and regulations that apply to the collection, use, storage, disclosure and security of personal data which is generally understood to be any data or information that identifies or may be used to identify an individual, including names and contact information, IP addresses, (e-mail) correspondence, call detail records and browsing history. Ukraine’s current law “On the Protection of Personal Data” establishes a general framework for the protection of personal information. Many countries have additional laws that regulate the processing, retention and use of communications data (including both content and metadata), as well as health data and certain other forms of personal data which have been designated as being particularly sensitive. These laws and regulations are subject to frequent revisions and differing interpretations and are, in certain jurisdictions, becoming more stringent over time.

We are subject to other data protection laws and regulations that establish different categories of information such as state secrets and personal data of our customers, which have different registration and permitted disclosure rules and require different corresponding levels of protection and safeguards. In each case, we are required to implement the appropriate level of data protection measures and cooperate with government authorities with regards to law enforcement disclosures for state secrets and personal data of our customers. In Ukraine, new laws and regulations may be introduced subjecting us to more rigorous and stringent data protection or privacy requirements, which may result in increased compliance costs and business risks or increased risk of liability and exposure to regulatory fines and sanctions. For instance, in Ukraine, draft law “On the Protection of Personal Data” No. 8153, which has already been adopted in the first reading, aligns Ukrainian legislation with EU data privacy laws and increases fines for breaches committed by operators in the personal data sphere. In addition, in the European Union and U.K. respectively, we may be subject to the EU GDPR and to the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), which applies extraterritorially to the processing of personal data related to the offering of goods or services to individuals located in the EU and U.K. or the monitoring of their behavior in the EU and U.K., notwithstanding the absence of an establishment therein. To the extent applicable, the GDPR imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual or “personal data,” including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal data out of the EEA and the U.K.

There are also other laws that restrict cross border data transfers unless certain criteria are met and/or are developing or implementing data localization laws requiring that certain types of data be stored locally. These laws may restrict our flexibility to leverage our data and build new, or consolidate existing, technologies, databases and IT systems, limit our ability to use and share personal data, cause us to incur costs (including those related to storing data in multiple jurisdictions), require us to change our business practices in a manner adverse to our business or conflict with other laws to which we are subject, thereby exposing us to regulatory risk. The stringent cross-border transfer rules in certain jurisdictions may also prohibit us from disclosing data to foreign authorities upon their request, which may generate a

scenario where it is not possible for us to comply with both laws. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations.

Failure to comply with applicable data protection laws could result in penalties for noncompliance. Since we are subject to the supervision of relevant data protection authorities under multiple legal regimes (including under both the EU GDPR and the UK GDPR), we could be fined under those regimes independently in respect of the same breach. In addition to fines, a breach of applicable data protection laws may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and/or civil claims (including class actions). Furthermore, the laws and regulations regarding data privacy may become more stringent over time. Any failure or perceived failure by us to comply with privacy or security laws, policies, legal obligations or industry standards may result in governmental enforcement actions and investigations, blockage or limitation of our services, fines and penalties. In general, mobile operators are directly liable for actions of third parties to whom they forward personal data for processing. If the third parties we work with violate applicable laws, contractual obligations or suffer a security breach, such violations may also put us in breach of our obligations under privacy laws and regulations and/or could in turn harm our business. In addition, concerns regarding our practices with regard to the collection, use, disclosure or security of personal data or other privacy-related matters could result in negative publicity and have an adverse effect on our reputation. Violation of these data protection laws and regulations may lead to a seizure of our database and equipment, imposition of administrative sanctions (including in the form of fines, suspension of activities or revocation of license) or result in a ban on the processing of personal data, which, in turn, could lead to the inability to provide services to our customers. The occurrence of any of the aforementioned events, individually or in the aggregate, could harm our brand, business, financial condition, results of operations, cash flows or prospects.

We are, and may in the future be, involved in, associated with, or otherwise subject to legal liability in connection with disputes and litigation with regulators, competitors and third parties, which when concluded, could harm our business.

We are party to a number of lawsuits and other legal, regulatory or antitrust proceedings and commercial disputes, the final outcomes of which are uncertain and inherently unpredictable. For example, in 2016, a claim was filed by the Ukraine Tax Authority alleging an additional charge of taxes and penalties resulting from a tax audit on our accounts for the years 2009 to 2014 as a result of our contractual relationship with Private Enterprise Wholesale Company Elbrus (“Elbrus”). The total claim by the tax authority amounts to approximately $33.9 million, and the case is pending in the court of first instance, awaiting the outcome of the criminal case against the ex-CEO of Elbrus. We may also be subject to claims concerning certain third-party products, services or content we provide by virtue of our involvement in marketing, branding, broadcasting or providing access to them, even if we do not ourselves host, operate, provide, or provide access to, these products, services or content. In addition, we currently host and provide a wide variety of services and products that enable users to engage in various online activities. The law relating to the liability of providers of these online services and products for the activities of their users is still unsettled in some jurisdictions. Claims may be threatened or brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, tort, including personal injury, fraud or other grounds based on the nature and content of information that we use and store. In addition, we may be subject to domestic or international actions alleging that certain content we have generated, user-generated content or third-party content that we have made available within our services violates applicable law.

Any such disputes or legal proceedings, whether with or without merit, could be expensive and time consuming, and could divert the attention of our senior management. Any adverse outcome in these or other proceedings, including any that may be asserted in the future, could harm our reputation and have an adverse impact on our business, financial condition, results of operations, cash flows or prospects. We cannot assure you what the ultimate outcome of any particular dispute or legal proceeding will be. For more information on current disputes, see Note 7 — Provisions and Contingent Liabilities to our audited combined financial statements included elsewhere in this proxy statement/prospectus.

Our licenses are granted for specific periods and may be suspended, revoked or we may be unable to extend or replace these licenses upon expiration and we may be fined or penalized for alleged violations of law, regulations or license terms.

The success of our operations is dependent on the maintenance of our licenses to provide telecommunications services in the jurisdictions in which we operate. Most of our licenses are granted for specified terms, and there can be no assurance that any license will be renewed upon expiration. Some of our licenses will expire in the near term. For more information about our licenses, including their expiration dates, see “Business of Kyivstar and Certain Information About Kyivstar — Regulatory — Licenses.” These licenses and the frameworks governing their renewals are subject to ongoing review by the relevant regulatory authorities. If renewed, our licenses may contain additional obligations, including payment obligations (which may involve a substantial renewal or extension fee), or may cover reduced service areas or scope of service. Furthermore, the government may hold auctions (including auctions of spectrum for the 4G/LTE or more advanced services, such as 5G) in the future. If we are unable to maintain or obtain licenses for the provision of telecommunications services or more advanced services, or if our licenses are not renewed or are renewed on less favorable terms, our business and results of operations could be materially harmed. We are required to meet certain terms and conditions under our licenses (such as nationwide coverage, quality of service parameters and capital expenditure, including network build-out requirements), including meeting certain conditions established by the legislation regulating the communications industry. From time to time, we may be in breach of such terms and conditions. If we fail to comply with the conditions of our licenses or with the requirements established by the legislation regulating the communications industry, or if we do not obtain or comply with permits for the operation of our equipment, use of frequencies or additional licenses for broadcasting directly or through agreements with broadcasting companies, the applicable regulator could decide to levy fines, suspend, terminate or refuse to renew the license or permit. Such regulatory actions could adversely impact our ability to continue operating our business in the current or planned manner or to carry out divestitures in the relevant jurisdictions.

The occurrence of any of these events could materially harm our ability to build out our networks in accordance with our plans, our ability to retain and attract customers, our reputation and our business, financial condition, results of operations, cash flows or prospects. For a discussion of the risks related to operating in frontier markets, see “Risks Related to our Market — Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets.”

It may not be possible for us to procure in a timely manner, or at all, the permissions and registrations required for our base stations.

Our mobile network is supported by numerous base station transmission systems. Given the multitude of regulations that govern such equipment and the various permits required to operate our base stations, it is frequently not possible for us to procure in a timely manner, or at all, the permissions and registrations required for our base stations, including construction permits and registration of our title to land plots underlying our base stations, or to amend or maintain the permissions in a timely manner when it is necessary to change the location or technical specifications of our base stations. For a discussion of the risks associated with the export controls that could impact our ability to update and maintain our equipment and infrastructure, see “Risks Related to our Operations — We depend on third parties for certain services and equipment, infrastructure and other products important to our business.” As a result, there could be a number of base stations or other communications facilities and other aspects of our networks for which we are awaiting final permission to operate for indeterminate periods.

We also regularly receive notices from regulatory authorities warning us that we are not in compliance with aspects of our licenses and permits and requiring us to cure the violations within a certain time period. In the past, we have closed base stations in order to comply with regulations and notices from regulatory authorities. Any failure by our company to cure such violations could result in the applicable license being suspended and subsequently revoked through court action. Although we look to take all necessary steps to comply with any license violations within the stated time periods, including by switching off base stations that do not have all necessary permits until such permits are obtained, we cannot assure you that our licenses or permits will not be suspended or revoked in the future.

If we are found to operate telecommunications equipment without an applicable license or permit, we could experience a significant disruption in our service or network operation, which could harm our business, financial condition, results of operations, cash flows or prospects.

General Risk Factors Related to Kyivstar

Our business may be adversely impacted by work stoppages and other labor matters, including mobilization.

Although we consider our relations with our employees to be generally good, there can be no assurance that our operations will not be impacted by unionization efforts, strikes or other types of labor disputes or disruptions. For instance, employee dissatisfaction or labor disputes could result from the implementation of cost savings initiatives or redundancies in our offices. We could also experience strikes or other labor disputes or disruptions in connection with social unrest or political events. For a discussion of our employees represented by works councils, unions or collective bargaining agreements, see “Business of Kyivstar and Certain Information About Kyivstar — Employees.”

Work stoppages could also occur due to natural disasters, civil unrest (including potential dissatisfaction with regards to our response to the ongoing war in Ukraine) or security breaches/threats, which would make access to work places and management of our systems difficult and may mean that we are not able to timely or cost effectively meet the demands of our customers. Furthermore, work stoppages or slow-downs experienced by our customers or suppliers could result in lower demand for our services and products. In the event that we, or one or more of our customers or suppliers, experience a labor dispute or disruption, it could result in increased costs, negative media attention and political controversy, which could harm our business, financial condition, results of operations, cash flows or prospects.

Further, we may experience work perturbation and deficiencies due to loss of key personnel to mobilization efforts in connection with the war and migration outside of Ukraine, which may affect the quality of service delivery and timeliness of service restoration in connection with our Ukrainian operations. The war in Ukraine poses security risks to our people, our facilities, our operations and infrastructure, such as utilities and network services, and the disruption of any or all of them could significantly affect our business, financial conditions and results of operations.

Since February 24, 2022, the Ukrainian government has declared and repeatedly extended martial law, which also includes the mobilization of citizens for military or other defense-related service. This ongoing mobilization may require certain employees, including key employees, to leave their positions on short notice. See “Risks Related to our Operations — If we are unable to retain or motivate key personnel, hire qualified personnel, or implement our strategic goals or corporate culture through our personnel, we may not be able to maintain our competitive position or to implement our business strategy.” Even the potential for mobilization can prompt employees to relocate, resign or seek alternative arrangements. For example, as of December 31, 2024, 5% of our employees had been drafted to the army. We make effort to maintain a balance between the necessity of mobilizing individuals into the Ukrainian army and ensuring the stability of our operations. In particular, we partially reserve key employees whose work is critically important to the company. However, we cannot exclude the risk of a larger number of company employees being mobilized at the request of the military office of Ukraine.

While we have developed and, in some cases, implemented additional contingency plans to relocate work and/or personnel to other geographies and add new locations, as appropriate, our crisis management procedures, business continuity plans and disaster recovery capabilities may not be effective at preventing or mitigating the effects of a prolonged war.

Adoption of new accounting standards and regulatory reviews could affect reported results and financial position.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Accounting standard-setting bodies, including the International Accounting Standards Board, may change accounting regulations that govern the preparation and presentation of our financial statements, and those who interpret the accounting standards, including the U.S. Securities and Exchange Commission (the “SEC”) may amend or even reverse their previous interpretations or positions on how various accounting standards should be applied. Those changes may be difficult to predict and could have a significant impact on the way we account for certain operations and present our financial position and operating income. In some instances, a modified standard or interpretation thereof, an outcome from a unfavorable regulatory review relating to our financial reporting or new requirement may have to be implemented with retrospective effect, which requires us to restate or make other changes to our previously issued financial statements and other financial information issued and such circumstances may involve the identification of one or more significant deficiencies or material weaknesses in our internal control over financial reporting, or may otherwise impact how we prepare and report our financial statements, and may impact future financial covenants in

our financing documents. For more information on the impact of IFRS on our audited combined financial statements and on the implementation of new standards and interpretations issued, see Note 19 — Significant Accounting Policies to our audited combined financial statements included elsewhere in this proxy statement/prospectus.

Risks Related to Cohen Circle, the Business Combination and the Cohen Circle Shareholder Redemption

Cohen Circle has no operating history and no revenues.

Cohen Circle is an exempted company limited by shares incorporated under the laws of the Cayman Islands with no operating results, and it did not commence operations until obtaining funding through the IPO. If Cohen Circle fails to complete its initial business combination, Cohen Circle will never generate any operating revenues.

This proxy statement/prospectus presents unaudited pro forma condensed combined financial statements for Cohen Circle and Kyivstar Group Ltd. for informational purposes only and is not necessarily indicative of what Kyivstar’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of Kyivstar Group Ltd. following the consummation of the Business Combination. For more information on these unaudited pro forma condensed combined financial statements, see the section in this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined balance sheet as of March 31, 2025 assumes that the Business Combination and related transactions occurred on March 31, 2025 and the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2025 give pro forma effect to the Business Combination and related transactions as if they had occurred on March 31, 2025. This unaudited pro forma condensed combined financial information is based upon, and should be read together with the accompanying notes to, the unaudited pro forma condensed combined financial statements, the audited financial statements of Cohen Circle and related notes, the Kyivstar audited consolidated financial statements and related notes, the sections of this proxy statement/prospectus entitled “Cohen Circle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Kyivstar Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been presented.

The Sponsors and Cohen Circle’s officers and directors have agreed to vote their shares in favor of the Business Combination Proposal, regardless of how Cohen Circle shareholders vote.

The Business Combination Proposal must be approved by a simple majority of the holders of the issued and outstanding Cohen Circle Ordinary Shares being entitled to do so either by voting in person or by proxy thereon at the Cohen Circle EGM. Our Sponsors and their permitted transferees own approximately 26.4% of Cohen Circle’s issued and outstanding Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares. As a result, in addition to the Founder Shares and placement shares held by our Sponsors, we would need only 7,460,001 or approximately 32.4%, of the 23,000,000 public shares to be voted in favor of the Business Combination at the Cohen Circle EGM (assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any Cohen Circle Class A Ordinary Shares).

The decision to approve the Business Combination with Kyivstar may have been influenced by the possibility that the Founder Shares may be worthless if the Business Combination is not approved.

The Sponsors beneficially own or have a pecuniary interest in Founder Shares. The Sponsors have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period under Cohen Circle’s Articles. Therefore, if the Business Combination with Kyivstar Group or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $             million outstanding as of             , 2025, based on the closing price per Cohen Circle Class A Ordinary Share as of             , 2025 of $             per share, despite having been purchased for an aggregate of $25,000. As a result, the Sponsors are likely to be able to recoup its investment in Cohen Circle and make a substantial profit on that investment, even if Kyivstar Group Ltd. Common Shares have lost significant value. This means that the Sponsors could earn a positive rate of return on their investment, even if Cohen Circle’s Public Shareholders experience a negative rate of return in the post-business combination company. Accordingly, Cohen Circle’s management team, which owns interests in the Sponsors,

may have an economic incentive that differs from that of the Public Shareholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the Trust Account to the Public Shareholders, even if that business combination were with a less favorable target company or on terms less favorable to Public Shareholders rather than liquidate.

In addition, Cohen Circle’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Cohen Circle’s behalf. These expenses will be repaid upon completion of the Business Combination with Kyivstar. However, if Cohen Circle fails to consummate the Business Combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, Cohen Circle may not be able to repay or reimburse these amounts if the Business Combination is not completed.

These financial interests may have influenced the decision of Cohen Circle’s directors to approve the Business Combination with Kyivstar and to continue to pursue such Business Combination. In considering the recommendations of Cohen Circle Board to vote for the Business Combination Proposal, its shareholders should consider these interests.

Cohen Circle and Kyivstar Group will incur significant transaction and transition costs in connection with the Business Combination.

Cohen Circle and Kyivstar have both incurred and expect that it will incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Kyivstar Group may also incur additional costs to retain key employees. Cohen Circle and Kyivstar will also incur significant legal, financial advisory, accounting and banking fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. The transaction expenses incurred by Cohen Circle and Kyivstar are estimated to be approximately $             million and $           million, respectively, in transaction costs related to the Business Combination. Such costs will be repaid out of the proceeds of the Transaction. Some of these costs are payable regardless of whether the Business Combination is completed.

Third parties may bring claims against Cohen Circle if it is not able to complete a business combination by October 10, 2026 and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by shareholders could be less than $10.05 per share.

Under the current terms of the Cohen Circle Articles, Cohen Circle must complete the Business Combination with Kyivstar or another initial business combination by October 10, 2026 (unless extended), or Cohen Circle must cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

In such event, third parties may bring claims against Cohen Circle. Although Cohen Circle has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Cohen Circle Public Shareholders.

If Cohen Circle is unable to complete an initial business combination by October 10, 2026, or subsequent extensions thereof, the Sponsors have agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below the lesser of (i) $10.05 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed money by Cohen Circle for services rendered or contracted for or products sold to Cohen Circle to the extent that such a vendor or prospective target business did not execute such a waiver. However, it may not be able to meet such obligation. Therefore, the per share distribution from the Trust Account in such a situation may be less than $10.05 due to such claims.

Additionally, if Cohen Circle is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Cohen Circle otherwise enters compulsory or court-supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, Cohen Circle may not be able to return to its Public Shareholders at least $10.05 per share.

The Business Combination is subject to certain conditions that if not satisfied may be waived, and the exercise of Cohen Circle’s directors’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest.

The consummation of the Business Combination is subject to customary closing conditions for transactions, including, among others, (i) the receipt of the Cohen Circle’s shareholder approval at the Cohen Circle EGM; (ii) the receipt of regulatory approvals required pursuant to the Business Combination Agreement (if any), on terms and conditions reasonably satisfactory to the parties; (iii) the proxy statement/prospectus have been declared effective by the SEC; (iv) no law, rule, regulation or order of a governmental authority then being in effect prohibiting the consummation of the Transactions; (v) the full force and effect of all transaction agreements, having not been rescinded by any of the parties thereto; (vi) the parties having not less than $50 million; (vii) the listing application with Nasdaq in connection with Kyivstar Group Ltd. having been conditionally approved; and (viii) other customary closing conditions related to the parties’ respective representations, warranties and pre-Closing covenants set forth in the Business Combination Agreement.

To the extent permitted by the Cohen Circle Articles and under applicable law, the foregoing conditions may be waived by the applicable party or parties in writing. For example, it is a condition to Cohen Circle’s obligation to close the Business Combination that certain of VEON’s representations and warranties be true and correct in all material respects as of the date of the Merger Agreement and the Effective Time. However, if the Cohen Circle Board determines that it is in the best interests of Cohen Circle to proceed with the Business Combination, then the Cohen Circle Board may elect to waive that condition and close the Business Combination. For additional information please see the subsection of this proxy statement/prospectus entitled “The Business Combination Agreement and Transaction Document — The Business Combination Agreement — Conditions to Complete the Business Combination.” If the Cohen Circle Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, Cohen Circle will notify its shareholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a current report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus.

Additionally, the obligations of Kyivstar to consummate or cause to be consummated the Business Combination are subject to the satisfaction of additional conditions, which may be waived in writing by Kyivstar.

In the period leading up to the consummation of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Cohen Circle to agree to amend the Business Combination Agreement, to consent to certain actions taken by VEON or to waive rights that Cohen Circle is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Kyivstar’s business, a request by Kyivstar to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Kyivstar’s business and would entitle Cohen Circle to terminate the Business Combination Agreement. In any of such circumstances, it would be at Cohen Circle’s discretion, acting through Cohen Circle’s Board, to grant its consent or waive those rights.

The existence of the financial and personal interests of the directors of Cohen Circle described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what such director may believe is best for Cohen Circle and what such director may believe is best for himself or herself in determining whether or not to take the requested action. The Cohen Circle Board was aware of and considered these interests, among other matters, in reaching the determination to approve the Business Combination and the Business Combination Agreement and in recommending that the holders of Cohen Circle Shares vote to approve the Business Combination and adopt the Business Combination Agreement.

In the event that Cohen Circle, VEON and the other parties to the Business Combination Agreement authorize an amendment to the Business Combination Agreement that does not require further approval by Cohen Circle shareholders, Cohen Circle will inform such shareholders of the amendment by press release and other public communication. In the event that Cohen Circle, VEON and the other parties to the Business Combination Agreement

authorize an amendment to the Business Combination Agreement that requires further approval by Cohen Circle shareholders, Cohen Circle will notify its shareholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a current report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus.

The absence of a redemption threshold may make it possible for Cohen Circle to complete the Business Combination even if a substantial majority of Cohen Circle Public Shareholders do not agree.

The Cohen Circle Articles do not provide a specified maximum redemption threshold and does not have a minimum net tangible asset requirement. As a result, Cohen Circle may be able to complete the Business Combination even though a substantial majority of Cohen Circle Public Shareholders do not agree with the Transactions and have redeemed their shares or, if Cohen Circle does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to the Sponsors or Cohen Circle’s officers, directors, advisors or their affiliates. In the event the aggregate cash consideration Cohen Circle would be required to pay for all Cohen Circle Class A Ordinary Shares that are validly submitted for redemption exceeds the aggregate amount of cash available to us, Cohen Circle will not complete the Business Combination or redeem any shares, return all Cohen Circle Class A Ordinary Shares submitted for redemption to the holders thereof, and may instead search for an alternate initial business combination.

In the event that any of the representations and warranties made by the Seller and the Business Combination Group in the Business Combination Agreement are proven to be inaccurate or incorrect, Cohen Circle and its shareholders may be unable to benefit from a post-closing adjustment to the Merger Consideration.

The representations and warranties made by the Seller, the Business Combination Group and Cohen Circle to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, Cohen Circle and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Merger Consideration if any representation or warranty made by the Seller and/or the Business Combination Group in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Cohen Circle would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

Cohen Circle shareholders who do not redeem their Cohen Circle Public Shares will experience immediate and material dilution upon Closing of the Business Combination.

Upon the completion of the Business Combination, (i) assuming, among other things, that no Cohen Circle Public Shareholders exercise redemption rights with respect to their Cohen Circle Public Shares upon completion of the Business Combination, Cohen Circle Public Shareholders, the Sponsors and the Seller will own approximately 10.5%, 2.2% and 87.2% of the Kyivstar Group Ltd. Common Shares, respectively; and (ii) assuming, among other things, that the maximum number of Cohen Circle Public Shares are redeemed upon completion of the Business Combination, Cohen Circle Public Shareholders, the Sponsors and the Kyivstar shareholders will own approximately 2.2%, 2.2% and 95.5% of the Kyivstar Group Ltd. Common Shares, respectively.

As such, Cohen Circle shareholders who do not redeem their Ordinary Shares will experience immediate and material dilution upon closing of the Business Combination.

Cohen Circle shareholders who are not affiliated with the Sponsors may be exposed to greater risk as a result of becoming shareholders of Kyivstar Group Ltd. through the Business Combination rather than acquiring securities of Kyivstar Group Ltd. directly in an underwritten public offering.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Kyivstar Group Ltd.’s Common Shares in connection therewith, investors will not receive the benefit of any outside independent review of the respective finances and operations of Cohen Circle and Kyivstar and their subsidiaries. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. and the national securities exchange where such securities are listed. Additionally,

underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, Cohen Circle’s shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

In addition, if Kyivstar became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” The completion of the Business Combination will not involve an underwriter subject to liability under Section 11 of the Securities Act.

In addition, the amount of due diligence conducted by Cohen Circle and its advisors in connection with the Business Combination may not be as thorough as would have been undertaken by an underwriter in connection with an initial public offering of Kyivstar. Accordingly, it is possible that defects in Kyivstar’s business or problems with Kyivstar’s management that would have been discovered if Kyivstar conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Kyivstar Group Ltd. Common Shares.

Unlike an underwritten initial public offering, the initial trading of Kyivstar Group Ltd.’s Common Shares will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Kyivstar Group Ltd.’s Common Shares on Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Kyivstar Group Ltd.’s Common Shares during the period immediately following the listing.

Furthermore, the Sponsors and Cohen Circle’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Cohen Circle’s shareholders generally. Such interests may have influenced Cohen Circle’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See the sections of this proxy statement/prospectus entitled “Risk Factors — The interest of the Sponsors and Cohen Circle’s officers may conflict with those of Cohen Circle’s shareholders and may have influenced the decision to proceed with the Business Combination with Kyivstar” and “The Business Combination — Interests of Cohen Circle’s Officers and Directors in the Business Combination.” In addition, the value of the Founder Shares may be significantly greater than the amount the Sponsors paid to purchase such shares in the event the Business Combination is completed, even if the Business Combination causes the trading price of Kyivstar Group Ltd. Common Shares to materially decline from its trading price immediately before Closing.

If Nasdaq does not list Kyivstar Group Ltd.’s Common Shares on its exchange, investors may be unable to transact in Kyivstar Group Ltd.’s Common Shares and Cohen Circle may encounter additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of Cohen Circle’s securities on Nasdaq, Cohen Circle will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. Cohen Circle will apply to have Kyivstar Group Ltd.’s Common Shares listed on Nasdaq upon consummation of the Business Combination. Cohen Circle cannot assure you that Cohen Circle will be able to meet all initial listing requirements. Even if Kyivstar Group Ltd.’s Common Shares are listed on Nasdaq, Kyivstar Group Ltd. may be unable to maintain the listing of its securities in the future.

If Kyivstar Group Ltd. fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, neither Cohen Circle nor VEON would be required to consummate the Business Combination. In the event that Cohen Circle and VEON elected to waive this condition, and the Business Combination was consummated without Kyivstar Group Ltd.’s Common Shares being listed on Nasdaq or on another national securities exchange, Kyivstar Group Ltd. could face significant material adverse consequences, including:

•        a limited availability of market quotations for Cohen Circle’s securities;

•        reduced liquidity for Kyivstar Group Ltd.’s Common Shares;

•        a determination that Kyivstar Group Ltd.’s Common Shares are “penny stock” which will require brokers trading in Kyivstar Group Ltd. Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Kyivstar Group Ltd.’s Common Shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Kyivstar Group Ltd.’s Common Shares were not listed on Nasdaq, such securities would not qualify as covered securities and Cohen Circle would be subject to regulation in each state in which Cohen Circle offers Cohen Circle Securities because states are not preempted from regulating the sale of securities that are not covered securities.

If Cohen Circle files a bankruptcy petition or an involuntary bankruptcy petition is filed against Cohen Circle, a bankruptcy court may seek to recover distributed proceeds from the Trust Account.

If, after Cohen Circle distributes the proceeds in the Trust Account to Cohen Circle Public Shareholders, Cohen Circle files a bankruptcy petition or an involuntary bankruptcy petition is filed against Cohen Circle that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Cohen Circle shareholders. In addition, the Cohen Circle Board may be viewed as having breached its fiduciary duty to Cohen Circle’s creditors and/or having acted in bad faith, thereby exposing it and Cohen Circle to claims of punitive damages, for paying public shareholders from the Trust Account prior to addressing the claims of creditors. Cohen Circle cannot assure you that claims will not be brought against Cohen Circle for these reasons.

If, before distributing the proceeds in the Trust Account to Cohen Circle Public Shareholders, Cohen Circle files a bankruptcy petition or an involuntary bankruptcy petition is filed against Cohen Circle that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Cohen Circle shareholders and the per share amount that would otherwise be received by Cohen Circle shareholders in connection with Cohen Circle’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Cohen Circle Public Shareholders, Cohen Circle files a bankruptcy petition or an involuntary bankruptcy petition is filed against Cohen Circle that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Cohen Circle bankruptcy estate and subject to the claims of third parties with priority over the claims of Cohen Circle shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by Cohen Circle shareholders in connection with Cohen Circle’s liquidation may be reduced.

Cohen Circle shareholders may be held liable for claims by third parties against Cohen Circle to the extent of distributions received by them upon redemption of their shares.

If Cohen Circle is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, Cohen Circle was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Cohen Circle shareholders. Furthermore, Cohen Circle’s directors may be viewed as having breached their fiduciary duties to Cohen Circle or its creditors and/or may have acted in bad faith, and thereby exposing themselves and Cohen Circle to claims, for paying public shareholders from the Trust Account prior to addressing the claims of creditors.

Cohen Circle’s directors may decide not to enforce the indemnification obligations of the Sponsors, resulting in a reduction in the amount of funds in the Trust Account available for distribution to public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.05 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per public share due to reductions in the value of the trust assets, in each case net of the interest which

may be withdrawn to pay taxes, and the Sponsors assert that they are unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Cohen Circle’s directors would determine whether to take legal action against the Sponsors to enforce its indemnification obligations.

While Cohen Circle currently expects that its directors would take legal action on its behalf against the Sponsors to enforce its indemnification obligations to Cohen Circle, it is possible that Cohen Circle’s directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the directors to be too high relative to the amount recoverable or if the directors determine that a favorable outcome is not likely. If Cohen Circle’s directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to public shareholders may be reduced below $10.05 per public share.

If Cohen Circle’s Sponsors, directors, executive officers, advisors and their affiliates elect to purchase public shares or warrants, a vote on a proposed Business Combination may be influenced and the public “float” of Cohen Circle Class A Ordinary Shares or Cohen Circle Public Warrants may be reduced.

While they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions, if Cohen Circle does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, its sponsors, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of its initial business combination, although they are under no obligation to do so. None of the funds in the Trust Account will be used to purchase public shares or warrants in such transactions.

In the event that Cohen Circle’s sponsors, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with its initial business combination or (3) satisfy a closing condition in an agreement with a target that requires Cohen Circle to have a minimum net worth or a certain amount of cash at the closing of its initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of Cohen Circle’s securities may result in the completion of its initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of Cohen Circle Class A Ordinary Shares or Cohen Circle Public Warrants may be reduced and the number of beneficial holders of Cohen Circle’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of its securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Activities taken by Cohen Circle’s shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on Cohen Circle’s ordinary shares.

At any time at or prior to the Cohen Circle EGM, during a period when they are not then aware of any material nonpublic information regarding Cohen Circle or its securities, the Sponsors, VEON, Kyivstar, and/or Cohen Circle’s or VEON’s directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against one or more of the proposals to be presented at the Cohen Circle EGM, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the proposals to be presented at the Cohen Circle EGM. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of Cohen Circle Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

If the Sponsors, VEON, and/or Cohen Circle’s or VEON’s directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public Cohen Circle shareholders who have already elected to exercise their redemption rights, then such selling shareholder would be required to revoke their prior elections to redeem their shares. The Sponsors, VEON, and/or Cohen Circle’s or VEON’s directors, officers, advisors or respective affiliates may

also purchase public shares from institutional and other investors who indicate an intention to redeem Cohen Circle Class A Ordinary Shares, or, if the price per share of Cohen Circle Class A Ordinary Shares falls below $10.35 per share, then such parties may seek to enforce their redemption rights.

The purpose of such share purchases and other transactions would be to (i) increase the likelihood that the proposals presented at the Cohen Circle EGM receive the requisite votes needed for approval, and (ii) otherwise limit the number of public shares electing to redeem. The Sponsors, VEON and/or Cohen Circle’s or VEON’s directors, officers, advisors or respective affiliates may also purchase shares from institutional and other investors for investment purposes.

Entering into any such arrangements may have a depressive effect on the Cohen Circle Class A Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a lower-than-market price and may therefore be more likely to sell the shares he, she, or it owns, either at or before the Business Combination.

If such transactions are executed, then the Business Combination could be completed in circumstances where such consummation would not have otherwise occurred. Share purchases by the persons described above would allow them to exert more influence over approving the proposals to be presented at the Cohen Circle EGM and would likely increase the chances that such proposals would be approved. Cohen Circle will file or submit a current report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be presented at the Cohen Circle EGM or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Cohen Circle may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into Business Combination Agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Cohen Circle’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed. Currently, neither we nor Cohen Circle are aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Business Combination.

The calculation of the number of shares of Kyivstar Group Ltd. to be issued to Kyivstar equity holders in the transactions will not be adjusted if there is a change in the value of Kyivstar before the Business Combination is completed.

The number of Kyivstar Group Ltd. Common Shares to be issued to Kyivstar’s equity holders in the transactions will not be adjusted if there is a change in the value of Kyivstar before the closing of the transactions. As a result, the actual value of the Kyivstar Group Ltd. Common Shares to be received by Kyivstar’s equity holders in the transactions will depend on the value of such shares at and after the closing of the Business Combination.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Cohen Circle or VEON expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Cohen Circle expects to achieve from the Business Combination.

If the Business Combination is not completed, Cohen Circle may not be able to complete another business combination on terms that would produce value for Cohen Circle shareholders, or at all.

Many potential target business with which Cohen Circle enters into negotiations concerning an initial business combination will be aware that, unless Cohen Circle amends its charter to extend its life and amend certain other agreements it has entered into, then Cohen Circle must complete its initial business combination by October 10, 2026. Consequently, if Cohen Circle is unable to complete the Business Combination, a potential target business may

obtain leverage over it in negotiating an initial business combination, knowing that if Cohen Circle does not complete its initial business combination with that particular target business, it may be unable to complete its initial business combination with any target business. This risk will increase as Cohen Circle gets closer to the timeframe described above. In addition, Cohen Circle may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, Cohen Circle may have insufficient working capital to continue efforts to pursue a business combination.

Termination of the Business Combination Agreement could negatively impact Cohen Circle, Kyivstar and VEON.

If the Business Combination is not completed for any reason, including as a result of Cohen Circle’s shareholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of Cohen Circle and VEON may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Cohen Circle and VEON would be subject to a number of risks, including the following:

•        Cohen Circle or VEON may experience negative reactions from the financial markets, including negative impacts on the price of Cohen Circle’s securities (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        Kyivstar may experience negative reactions from its customers, vendors and employees;

•        Cohen Circle and VEON will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        since the Business Combination Agreement restricts the conduct of Cohen Circle’s and Kyivstar’s businesses prior to completion of the Business Combination without consent of the other party, each of Cohen Circle and Kyivstar may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted them as independent companies, and the opportunity to take such actions may no longer be available.

If the Business Combination Agreement is terminated and the board of directors of Cohen Circle seeks another merger or business combination, Cohen Circle shareholders cannot be certain that Cohen Circle will be able to find another acquisition target or that such other merger or business combination will be completed.

Even if Cohen Circle consummates the Business Combination, there is no guarantee that the Cohen Circle Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for Cohen Circle’s Public Warrants is $11.50 per Cohen Circle Class A Ordinary Share. There is no guarantee that the Cohen Circle Public Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, they may expire worthless. As of           , 2025, Cohen Circle Class A Ordinary Shares were trading at $           per share and the Cohen Circle Public Warrants were not in the money.

Cohen Circle may amend the terms of its Public Warrants in a manner that may be adverse to holders of Cohen Circle Public Warrants with the approval by the holders of at least a majority of the then-outstanding Cohen Circle Public Warrants.

The Cohen Circle Public Warrants were issued in registered form under the Warrant Agreement, dated as of October 10, 2024, by and between Cohen Circle and the Transfer Agent (the “Warrant Agreement”). The Warrant Agreement provides that the terms of the Cohen Circle Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then-outstanding Cohen Circle Public Warrants to make any change that adversely affects the interests of the registered holders of Cohen Circle Public Warrants. Accordingly, Cohen Circle may amend the terms of the Cohen Circle Public Warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Cohen Circle may amend any term of the Cohen Circle Public Warrants with the consent of at least a majority of the then-outstanding Cohen Circle Public Warrants. For example, Cohen Circle may make amendments to, among other things, increase the exercise price of the Cohen Circle Public Warrants, convert the Cohen Circle Public Warrants into cash or shares (at a ratio different than initially provided), shorten

the exercise period or decrease the number of Cohen Circle Class A Ordinary Shares purchasable upon exercise of a Cohen Circle Public Warrant. Therefore, because consent of all holders is not necessary to make such amendments, such amendments may be made to the Public Warrants without a holder’s approval.

Cohen Circle may redeem unexpired Cohen Circle Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

Cohen Circle has the ability to redeem its outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Cohen Circle Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Cohen Circle gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by Cohen Circle, Cohen Circle may exercise its redemption right even if Cohen Circle is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (a) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants, or (c) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Cohen Circle Private Placement Warrants will be redeemable by Cohen Circle for cash so long as they are held by the Sponsors or its permitted transferees.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

Cohen Circle can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative Business Combination. Certain events following the consummation of the Business Combination may cause an increase in the price of Cohen Circle Class A Ordinary Shares and may result in a lower value realized now than a shareholder might realize in the future had the shareholder redeemed their shares. Similarly, if a shareholder does not redeem their shares, the shareholder will bear the risk of ownership of the Cohen Circle Class A Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Cohen Circle’s shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Cohen Circle Class A Ordinary Shares for a pro rata portion of the funds held in the Trust Account.

In order to exercise their redemption rights, holders of public shares are required to submit a request in writing and deliver their shares (either physically or electronically) to Cohen Circle’s transfer agent at least two business days prior to the Cohen Circle EGM. Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account, including interest not previously released to us to pay Cohen Circle’s taxes, calculated as of two business days prior to the Closing Date. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for additional information on how to exercise your redemption rights.

Shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things, as more fully described in the section in this proxy statement/prospectus entitled “Extraordinary General Meeting — Redemption Rights,” tender their certificates to Cohen Circle’s transfer agent or deliver their shares to the transfer agent electronically through DTC prior to 5:00 p.m., Eastern time, on           , 2025. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Cohen Circle’s transfer agent will need to act to facilitate this request. It is Cohen Circle’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Cohen Circle does not have any control over this

process or over the brokers, it may take significantly longer than two weeks to obtain a physical certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

In addition, holders of outstanding Cohen Circle Units must separate the underlying public shares and Cohen Circle Public Warrants prior to exercising redemption rights with respect to the public shares. If you hold Cohen Circle Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to the Transfer Agent with written instructions to separate such units into public shares and Cohen Circle Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates or electronic delivery of the public shares back to you so that you may then exercise your redemption rights with respect to the public shares following the separation of such public shares from the Cohen Circle Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Cohen Circle Units, you must instruct such nominee to separate your Cohen Circle Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of Cohen Circle Units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Cohen Circle Units and a deposit of the corresponding number of public shares and Cohen Circle Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares following the separation of such public shares from the Cohen Circle Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

If a public shareholder fails to receive notice of Cohen Circle’s offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Cohen Circle will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite Cohen Circle’s compliance with these rules, if a public shareholder fails to receive Cohen Circle’s proxy materials, such shareholder may not become aware of the opportunity to redeem its public shares. In addition, the proxy materials that Cohen Circle will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem public shares. In the event that a shareholder fails to comply with these or any other procedures, its public shares may not be redeemed.

If Cohen Circle is unable to consummate the Business Combination or any other initial business combination prior to October 10, 2026 (or any extension), the public shareholders may be forced to wait beyond such date before redemption from the Trust Account.

If Cohen Circle is unable to consummate the Business Combination or any other initial business combination prior to October 10, 2026 (or any extension), Cohen Circle will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Cohen Circle to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of Cohen Circle’s remaining shareholders and the Cohen Circle Board, liquidate and dissolve, subject in each case of (b) and (c) above to Cohen Circle’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Risks Related to our Relationship with VEON

We are dependent on VEON for certain aspects of our business.

We are dependent on VEON for certain services and assets owned by VEON, particularly with respect to the network infrastructure we utilize which is owned and operated by VEON’s subsidiary, UTC. In the event that we are unable to secure required services from UTC, we would need to seek these services from alternative sources, which may

not be feasible at a similar quality, on less favorable contractual terms or at all. If we fail to continue to receive interconnection, roaming and access to network services or are unable to secure alternative services on terms that are as favorable, or at all, this could lead to disruptions in our operations and could have a material adverse effect on our business and results of operations. Any disruption of critical infrastructure may affect our services, and, if such disruption occurs, we will have limited control over the recovery process, which will be handled by VEON. In addition, any changes or alterations to the services or equipment provided to us by VEON may require VEON’s involvement, which may limit our flexibility to innovate or delay implementation of such changes or alterations.

In addition, we are dependent on VEON as a potential source of funding, and our ability to obtain additional capital, if needed, is dependent on their financial support. After the consummation of the Business Combination, Kyivstar Group Ltd. will also be dependent on VEON for any potential funding needs in order to cover certain expenses, such as any expenses incurred as a result of being a public company, including as a result of continued restrictions on upstreaming of dividends. See “— Risks Related to the Business and Industry of Kyivstar — Risks Related to the War in Ukraine — We may face the risk of nationalization or confiscation of our operations and assets.”

Furthermore, we could be materially and adversely impacted if VEON were to experience significant business challenges, disruptions or failures due to financial difficulties or bankruptcy, regulatory or quality compliance issues, or other legal or reputational issues. VEON’s strong brand recognition is connected with our brand. However, because of our affiliation, any event or publicity that adversely affects the business, reputation or brand, including litigation, regulatory or other matters, of VEON or any of its affiliates, could also have an adverse impact on our brand and reputation, even if such event or publicity is not directly associated with our company or our products and services. See “— Risks Related to the War in Ukraine — We have suffered reputational harm as a result of the ongoing war in Ukraine.”

In addition, transactions with entities in which related parties hold ownership interests, such as any transactions with VEON, present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with our interests and those of future unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Even if both parties seek to transact business on terms intended to approximate those that could have been achieved among unaffiliated parties, this may not succeed in practice. Furthermore, we may not be able to resolve any potential conflicts, and even if we do so, the resolution may be less favorable than we may have otherwise achieved in the absence of a controlling shareholder. See also, “— Following the consummation of the Business Combination, VEON may have the ability to exert significant influence in matters requiring a shareholder vote and could delay, deter or prevent a change in control of Kyivstar Group Ltd.”

Following the consummation of the Business Combination, VEON may have the ability to exert significant influence in matters requiring a shareholder vote and could delay, deter or prevent a change in control of Kyivstar Group Ltd.

Upon completion of the Business Combination, VEON will beneficially own approximately            % of Kyivstar Group Ltd.’s Common Shares and will exercise majority voting control of Kyivstar Group Ltd, which may limit the ability of other shareholders to influence corporate matters and could delay or prevent a change in corporate control.

VEON may have the ability to exercise control in determining the outcome of corporate transactions or other matters, including (i) making amendments to our business that are put to a shareholder vote; (ii) certain issuances of additional common shares or raising any other equity or debt financings; (iii) election of directors; and (iv) any merger, consolidation or significant corporate transactions. The interests of VEON may not always be aligned with our interests or the interests of our other shareholders. VEON may from time to time make strategic decisions that it believes are in the best interests of its business as a whole, and these decisions may be different from the decisions that we would have made on our own. Furthermore, VEON’s decisions with respect to us or our business may be resolved in ways that favor VEON and, therefore, VEON’s own shareholders, which may not be in our best interests or the best interest of our other shareholders.

In addition, this concentration of ownership may harm the value of Kyivstar Group Ltd. Common Shares by, among other things, delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination or causing us to enter into transactions or agreements that are not in the best interests of all of our shareholders.

Risks Related to Being a Public Company

Various factors may limit Kyivstar Group Ltd.’s ability to declare and pay dividends.

Kyivstar Group Ltd.’s ability to declare and pay dividends is subject to the discretion of the Kyivstar Group Ltd. board of directors (the “Kyivstar Group Ltd. Board”). Various factors may cause the Kyivstar Group Ltd. Board to determine not to pay dividends, including Kyivstar Group Ltd.’s financial condition and prospects, earnings, shareholders equity and free cash flow, the movement of the U.S. dollar against the Ukrainian hryvnia, its leverage, capital requirements, contractual and currency restrictions, the broader global economic outlook, legal proceedings and other such factors as the Kyivstar Group Ltd. Board may consider relevant.

Kyivstar Group Ltd.’s payment of dividends is also subject to prohibitions, restrictions and currency controls. For example, restrictions applicable in Ukraine to all foreign-owned companies have limited our upstreaming of dividends, which include local banking and capital restrictions and legal restrictions on making certain payments abroad, such as investments, interest and principal payments on loans or financing of any affiliate companies or representative offices offshore. See “— Risks Related to the Business and Industry of Kyivstar — Risks Related to our Liquidity and Capital — Our indebtedness and debt service obligations could decrease our cash flow, which could adversely affect our business and financial condition.”

Because Kyivstar Group Ltd. does not expect to pay any dividends on its Common Shares for the foreseeable future, your ability to achieve a return on your investment will depend on the appreciation in the price of Kyivstar Group Ltd.’s Common Shares.

You should not rely on an investment in Kyivstar Group Ltd.’s Common Shares to provide dividend income. Kyivstar Group Ltd. does not anticipate paying any cash dividends to its shareholders in the foreseeable future. Kyivstar Group Ltd.’s ability to pay cash dividends is subject to various factors and is currently limited by restrictions applicable in Ukraine to all foreign-owned companies. See “— Various factors may limit Kyivstar Group Ltd.’s ability to the declare and pay dividends.” There can be no assurances of when or if these restrictions, or any applicable sanctions laws, will end, if at all. Accordingly, you must rely on sales of your Common Shares after price appreciation, which may never occur, as the only way to realize any return on your investment.

The market price of Kyivstar Group Ltd. Common Shares may be volatile or may decline regardless of Kyivstar Group Ltd.’s operating performance. You may lose some or all of your investment.

The trading price of Kyivstar Group Ltd. Common Shares following completion of the Business Combination is likely to be volatile. The U.S. stock market recently has experienced high volatility, which often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your Kyivstar Group Ltd. Common Shares at an attractive price due to a number of factors such as the following:

•        Kyivstar Group Ltd.’s operating and financial performance and prospects; Kyivstar Group Ltd.’s quarterly or annual earnings, or those of other companies in its industry compared to market expectations;

•        International sanctions or trade restrictions imposed on Kyivstar Group Ltd. or its shareholders

•        The ongoing war in Ukraine and general geopolitical instability in Ukraine

•        Conditions that impact demand for Kyivstar Group Ltd.’s products and/or services;

•        Future announcements concerning Kyivstar Group Ltd.’s business, its customers’ businesses, or its competitors’ businesses;

•        The public’s reaction to Kyivstar Group Ltd.’s press releases or other public announcements and filings with the SEC;

•        The market’s reaction to Kyivstar Group Ltd.’s reduced disclosure and other requirements as a result of being an “emerging growth company” under the JOBS Act;

•        The size of Kyivstar Group Ltd.’s public float;

•        The timing and/or amount of Kyivstar Group Ltd. common shares sold by VEON;

•        The control of VEON over Kyivstar Group Ltd.;

•        Coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•        Market and industry perception of Kyivstar Group Ltd.’s success, or lack thereof, in pursuing its growth strategy;

•        Strategic actions by Kyivstar Group Ltd. or its competitors, such as acquisitions or restructurings;

•        Changes in laws or regulations that adversely affect Kyivstar Group Ltd.’s industry or Kyivstar Group Ltd.;

•        Privacy and data protection laws, privacy or data breaches, or the loss of data;

•        Changes in accounting standards, policies, guidance, interpretations or principles;

•        Changes in senior management or key personnel;

•        Issuances, exchanges or sales, or expected issuances, exchanges or sales of Kyivstar Group Ltd. Common Shares;

•        Changes in Kyivstar Group Ltd.’s dividend policy;

•        Adverse resolution of new or pending litigation against Kyivstar Group Ltd.; and

•        Changes in general market, economic and political conditions in Ukraine, the United States and other global economies or financial markets, including those resulting from inflation, natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of Kyivstar Group Ltd. Common Shares, regardless of Kyivstar Group Ltd.’s operating performance. In addition, price volatility may be greater if the public float and trading volume of Kyivstar Group Ltd. Common Shares is low. As a result, you may suffer a loss on your investment.

Kyivstar Group Ltd.’s share price may be exposed to additional risks because our business will become a public company through a “de-SPAC” transaction. There has been increased focus by government agencies on such transactions, and Kyivstar Group Ltd. expects that increased focus to continue, and Kyivstar Group Ltd. may be subject to increased scrutiny by the SEC and other government agencies as a result, which could adversely affect the price of Kyivstar Group Ltd. Common Shares.

A market for Kyivstar Group Ltd.’s Common Shares may not develop, which could adversely affect the liquidity and price of its shares.

The price of Kyivstar Group Ltd.’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Kyivstar Group Ltd.’s securities may never develop or, if developed, may not be sustained. In addition, the price of Kyivstar Group Ltd.’s securities can vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. Additionally, if Kyivstar Group Ltd.’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Kyivstar Group Ltd. may incur significant expenses or struggle to execute its business and growth strategies if it becomes subject to any securities litigation, shareholder activism, regulatory actions or other compliance issues.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. Shareholder activism, which could take many forms or arise in a variety of situations, as well as the frequency of lawsuits against SPAC sponsors, has been increasing recently, especially in the context of “de-SPAC transactions.” Volatility in the share price of Kyivstar Group Ltd. securities or other reasons may in the future cause Kyivstar Group

Ltd. to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert Kyivstar Group Ltd.’s management attention and resources from Kyivstar Group Ltd.’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to Kyivstar Group Ltd.’s future, adversely affect its relationships with customers and make it more difficult to attract and retain qualified personnel. Also, Kyivstar Group Ltd. may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, the price of Kyivstar Group Ltd. securities could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism. Furthermore, Kyivstar Group Ltd. and its subsidiaries have been and will continue to be subject to a number of regulations due to the nature of its business operations and its jurisdiction. Kyivstar Group Ltd. and its subsidiaries may be subject to regulatory actions, including the potential assessment of penalties, to the extent Kyivstar and VEON have not historically complied, or Kyivstar Group Ltd. or its subsidiaries in the future do not comply, with one or more regulatory requirements to which Kyivstar Group Ltd. or its subsidiaries may have been, or may in the future be, subject. To the extent Kyivstar Group Ltd. or one of its subsidiaries is required to pay any fees or penalties as a result of noncompliance with regulatory requirements, the impact of such payment may have an adverse effect on Kyivstar Group Ltd.’s business, financial condition or results of operations.

The only principal asset of Kyivstar Group Ltd. following the Business Combination will be its interest in Kyivstar.

Upon consummation of the Business Combination, Kyivstar Group Ltd. will be a holding company and will have no material assets other than its interests in Kyivstar and its subsidiaries and accordingly, absent external funding, Kyivstar Group Ltd. will depend on distributions from Kyivstar to pay its debts and other obligations. Kyivstar Group Ltd. is not expected to have independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses, as well as dividends in the future, if any, will be dependent upon the financial results and cash flows of Kyivstar. There can be no assurance that Kyivstar will generate sufficient cash flow to distribute funds to Kyivstar Group Ltd., or that contractual restrictions, applicable law or regulations. For example, restrictions applicable in Ukraine to all foreign-owned companies have already led to restrictions on the upstreaming of dividends from Kyivstar to VEON. See also, “— Risks Related to our Relationship with VEON — We are dependent on VEON for certain aspects of our business” and “— Risks Related to the Business and Industry of Kyivstar — We have experienced, and may continue to experience, disruptions to our business, financial conditions and results of operation as a result of the war, including due to increased operating costs and damage to network infrastructure and assets.”

Kyivstar may enter into additional financing or other agreements in the future that may restrict the distribution of dividends or other payments to shareholders. If Kyivstar does not distribute sufficient funds to Kyivstar Group Ltd. to pay its taxes or operating expenses, Kyivstar Group Ltd. may default on contractual obligations or have to borrow additional funds. Kyivstar Group Ltd.’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. In the event that Kyivstar Group Ltd. is required to borrow additional funds, it could adversely affect Kyivstar Group Ltd.’s liquidity and subject it to additional restrictions imposed by lenders.

The issuance of additional shares or other debt or equity securities by Kyivstar Group Ltd. could make it difficult for another company to acquire Kyivstar Group Ltd., may dilute your ownership of Kyivstar Group Ltd. and could adversely affect the price of Kyivstar Group Ltd. Common Shares.

In the future, Kyivstar Group Ltd. may obtain financing to further increase its capital resources and may issue additional shares and/or offer debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, and/or preferred shares. Issuing additional Kyivstar Group Ltd. Common Shares, other equity securities and/or securities convertible into equity may dilute the economic and voting rights of Kyivstar Group Ltd.’s existing shareholders, reduce the market price of outstanding Kyivstar Group Ltd. Common Shares or both. Kyivstar Group Ltd.’s decision to issue securities in any future offering will depend on, among other things, market conditions and other factors, some of which may be beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of Kyivstar Group Ltd. Common Shares bear the risk that Kyivstar Group Ltd.’s future offerings, exercise of Kyivstar Group Ltd. Warrants and exercise of any options under any stock option plans may reduce the market price of Kyivstar Group Ltd. Common Shares and dilute their percentage ownership. See the section entitled “Description of Kyivstar Group Ltd. Securities.”

Future resales of Kyivstar Group Ltd. Common Shares after the consummation of the Business Combination may cause the market price of Kyivstar Group Ltd.’s securities to drop significantly, even if Kyivstar Group Ltd.’s business is doing well.

Pursuant to the lock-up agreements described in the section “Business Combination Agreement and Transaction Documents,” after the consummation of the Business Combination and subject to certain exceptions, the Sponsors and the Seller will be contractually restricted from selling or transferring any of their respective Kyivstar Group Ltd. Common Shares. Such restrictions begin at Closing and end on the earlier of (i) the date that is 180 days after Closing; (ii) such time as the share price meets or exceeds $13.50 for 20 out of any 30 consecutive trading days but no earlier than 90 days following closing; and (iii) immediately prior to (but conditioned upon) the occurrence of a Liquidation Event (as defined in the Sponsor Agreement or Seller Lock-up Agreement, as applicable), in each case except to a Permitted Transferee (as defined in the Sponsor Agreement or Seller Lock-up Agreement, as applicable) as expressly permitted by the Sponsor Agreement or Seller Lock-up Agreement, as applicable. See “The Business Combination Agreement and Transaction Documents.”

However, following the expiration of such lock-up agreements, the Sponsors and the Seller, will not be restricted from selling Kyivstar Group Ltd. Common Shares held by them, other than by applicable securities laws. Upon completion of the Business Combination, the Sponsors and the Seller will collectively beneficially own approximately            % of the outstanding Kyivstar Group Ltd. Common Shares at Closing.

The Kyivstar Group Ltd. Common Shares held by the Sponsors and the Seller may be sold after the expiration of the applicable lock-up period under each of the Sponsor Agreement and the Seller Lock-Up Agreement, subject to applicable securities laws. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of Kyivstar Group Ltd. Common Shares, and the market price of Kyivstar Group Ltd. Common Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Kyivstar Group Ltd., as a “controlled company” within the meaning of the rules of the Nasdaq and will qualify for certain exemptions from Nasdaq corporate governance requirements.

A “controlled company” within the meaning of the rules of the is a company of which more than 50% of the voting power is held by an individual, group or another company. As a result of VEON’s majority ownership and voting power, which would give it the ability to control the outcome of certain matters submitted to Kyivstar Group Ltd.’s shareholders for approval, including the appointment or removal of directors (subject to certain limitations described elsewhere in this proxy statement/prospectus), Kyivstar Group Ltd. is expected to qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Therefore, Kyivstar Group Ltd. will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of its board of directors shall consist of independent directors and the requirement that its nomination committee and remuneration committee shall be composed entirely of independent directors. Kyivstar Group Ltd. currently intends to take advantage of certain of the exemptions from the Nasdaq corporate governance standards available to controlled companies, and therefore Kyivstar Group Ltd.’s shareholders may not have the same protection afforded to them as shareholders of companies that are subject to these corporate governance requirements. See “Management of Kyivstar Group Ltd. after the Business Combination.”

The reduced public company reporting requirements applicable to “emerging growth companies” may make Kyivstar Group Ltd. Common Shares less attractive to investors.

Kyivstar Group Ltd. qualifies as an “emerging growth company,” as defined in the JOBS Act. While Kyivstar Group Ltd. remains an emerging growth company, it is permitted to and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (i) an exemption from compliance with the auditor attestation requirement in the assessment of Kyivstar Group Ltd.’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (iii) reduced disclosure obligations regarding executive compensation arrangements in Kyivstar Group Ltd.’s periodic reports, registration statements and proxy statements, and (iv) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved. As a result, the information Kyivstar Group Ltd. provides will be different than the information that is available with respect to other public companies that are not emerging growth companies.

Kyivstar Group Ltd. cannot predict whether investors will find Kyivstar Group Ltd. Common Shares less attractive if it relies on these exemptions. If some investors find Kyivstar Group Ltd. Common Shares less attractive as a result, there may be a less active trading market for the Kyivstar Group Ltd. Common Shares. The market price of Kyivstar Group Ltd. Common Shares may be more volatile.

Kyivstar Group Ltd. will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Business Combination, (2) in which Kyivstar Group Ltd. has total annual gross revenue of at least $1.235 billion, or (3) in which Kyivstar Group Ltd. is deemed to be a large accelerated filer, which means the market value of Kyivstar Group Ltd. Common Shares that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which Kyivstar Group Ltd. has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Certain individuals on Kyivstar Group Ltd.’s management team have limited experience in operating a public company.

Certain Kyivstar Group Ltd.’s executive officers have limited experience in the management of a publicly traded company. The Kyivstar Group Ltd. management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws. Limited experience in dealing with the increasingly complex laws pertaining to public companies could be a disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the business. Kyivstar Group Ltd. may not have enough adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for Kyivstar Group Ltd. to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that Kyivstar Group Ltd. will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Kyivstar Group Ltd. will incur increased costs and obligations as a result of being a public company.

As a privately held business, Kyivstar has not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, Kyivstar Group Ltd. will incur significant legal, accounting and other expenses that Kyivstar was not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that Kyivstar Group Ltd.’s Board and management must devote to complying with these rules and regulations. Kyivstar Group Ltd.’s management expects these rules and regulations to increase its legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish or and further develop the corporate infrastructure demanded of a public company may divert management’s attention from its focus on Kyivstar’s business strategy, which could prevent Kyivstar from improving its business, results of operations and financial condition. Kyivstar has made, and will continue to make, changes to its internal controls and procedures for financial reporting and accounting systems to meet its reporting obligations as a publicly traded company. However, the measures it takes may not be sufficient to satisfy Kyivstar Group Ltd.’s obligations as a publicly traded company.

If Kyivstar Group Ltd. is unable to maintain an effective system of internal controls and compliance, its business and reputation could be adversely affected.

While Kyivstar Group Ltd. manages regulatory compliance by monitoring and evaluating its internal controls to ensure that it is in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in its internal controls and compliances will not arise, or that it will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in its internal controls, in a timely manner or at all. There are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the company’s policies and procedures may deteriorate. As Kyivstar Group Ltd. continues to grow, there can be no assurance that there will be no instances of non-compliance with statutory requirements, which may subject it to regulatory action, including monetary penalties, which may adversely affect its business and reputation.

Kyivstar Group Ltd.’s failure to timely and effectively implement appropriate controls and procedures could have a material adverse effect on its business, financial condition, results of operations, cash flow and prospects.

Section 404 of the Sarbanes-Oxley Act will require Kyivstar Group Ltd. to evaluate the effectiveness of its internal control over financial reporting as of the end of each fiscal year, including a management report assessing the effectiveness of its internal control over financial reporting beginning with its annual report for the year ending December 31, 2026. Additionally, once Kyivstar Group Ltd. ceases to be an emerging growth company, its independent registered accounting firm will also be required to attest to the effectiveness of its internal controls over financial reporting in each annual report on Form 20-F to be filed with the SEC. Kyivstar Group Ltd. may in the future identify material weaknesses or significant deficiencies that it may be unable to remedy before the requisite deadline for those reports. Kyivstar Group Ltd.’s ability to comply with the annual internal control reporting requirements will depend on the effectiveness of its financial reporting and data systems and controls across its company. Kyivstar Group Ltd. expects these systems and controls to involve significant expenditures and to become increasingly complex as its business grows. To effectively manage this complexity, Kyivstar Group Ltd. will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm its operating results and cause it to fail to meet its financial reporting obligations or result in material misstatements in its financial statements, which could adversely affect its business and reduce its share price.

As a “foreign private issuer” under the rules and regulations of the SEC, Kyivstar Group Ltd. is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

Kyivstar Group Ltd. is, and will be after the consummation of the Business Combination is expected to be, considered a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act, and therefore, not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. The rules governing the information that foreign private issuers are required to disclose differ from those governing U.S. corporations pursuant to the Exchange Act. Kyivstar Group Ltd. is not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four business days of their occurrence. In addition, Kyivstar Group Ltd. is exempt from the SEC’s proxy rules and proxy statements that it distributes are not subject to review by the SEC and Section 16 of the Exchange Act regarding sales of shares by insiders. Kyivstar Group Ltd. is also not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Kyivstar Group Ltd.’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Kyivstar Group Ltd.’s securities.

In addition, as a “foreign private issuer,” Kyivstar Group Ltd. is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports on Form 20-F filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Kyivstar Group Ltd. intends to follow home country practice in lieu of the following Nasdaq requirements:            . Kyivstar Group Ltd. cannot give any assurances that it will follow these or other Nasdaq corporate governance requirements in the future and may therefore in the future rely on additional available Nasdaq exemptions that would allow Kyivstar Group Ltd. to follow its home country practice. Unlike the requirements of Nasdaq, Kyivstar Group Ltd. is not required, under the corporate governance practice and requirements in Bermuda, to have its board consist of a majority of independent directors, nor is Kyivstar Group Ltd. required to have a remuneration committee or a nomination or governance committee consisting entirely of independent directors, or have regularly scheduled executive sessions with only independent directors each year. If Kyivstar Group Ltd. decides to follow some or all of these home country practices, such home country practices may afford less protection to holders of Kyivstar Group Ltd.’s securities. For additional information, see the section of this proxy statement/prospectus entitled “Management of Kyivstar Group Ltd. After the Business Combination — Foreign Private Issuer Exemption.”

Kyivstar Group Ltd. could cease to be considered a “foreign private issuer” under current SEC rules and regulations if more than 50% of Kyivstar Group Ltd.’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Kyivstar Group Ltd.’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Kyivstar Group Ltd.’s assets are located in the United States; or (iii) Kyivstar Group Ltd.’s business is administered principally in the United States. If Kyivstar Group Ltd. loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. In the event that Kyivstar Group Ltd. loses its foreign private issuer status, the regulatory and compliance costs to under U.S. securities laws as a U.S. domestic issuer may be significantly higher than costs incurred as a foreign private issuer and Kyivstar Group Ltd.’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

If securities or industry analysts do not publish research or reports about Kyivstar Group Ltd.’s business or the Business Combination or publish negative reports, the market price of Kyivstar Group Ltd. Common Shares could decline.

The trading market for Kyivstar Group Ltd. Common Shares will be influenced by the research and reports that industry or securities analysts publish about Kyivstar Group Ltd., Kyivstar Group Ltd.’s business or the Business Combination. Kyivstar Group Ltd. may be unable or slow to attract research coverage and if one or more analysts cease coverage of Kyivstar Group Ltd., the price and trading volume of Kyivstar Group Ltd.’s securities would likely be negatively impacted. If any of the analysts that may cover Kyivstar Group Ltd. change their recommendation regarding Kyivstar Group Ltd.’s securities adversely, or provide more favorable relative recommendations about Kyivstar Group Ltd.’s competitors, the price of Kyivstar Group Ltd.’s securities would likely decline. If any analyst that may cover Kyivstar Group Ltd. ceases covering Kyivstar Group Ltd. or fails to regularly publish reports on Kyivstar Group Ltd., it could lose visibility in the financial markets, which could cause the price or trading volume of Kyivstar Group Ltd.’s securities to decline. If one or more of the analysts who cover Kyivstar Group Ltd. downgrades Kyivstar Group Ltd. Common Shares or if Kyivstar Group Ltd.’s reporting results do not meet their expectations, the market price of Kyivstar Group Ltd. Common Shares could decline. Moreover, the market price of Kyivstar Group Ltd. Common Shares may decline as a result of the Business Combination if Kyivstar Group Ltd. does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the Business Combination on Kyivstar Group Ltd.’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of Kyivstar Group Ltd. Common Shares following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of Kyivstar Group Ltd. Common Shares. In addition, a decline in the market price of Kyivstar Group Ltd. Common Shares following the consummation of the Business Combination could adversely affect Kyivstar Group Ltd.’s ability to issue additional securities and to obtain additional financing in the future.

Risks Related to the Business Combination Agreement

We have a minimum available cash condition, which may make it more difficult for us to complete the Business Combination as currently contemplated.

The Business Combination Agreement provides that the obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing Date, the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by the Public Shareholders of their right to have Cohen Circle redeem their Cohen Circle Class A Ordinary Shares in connection with the Cohen Circle EGM convened to approve the Business Combination) together with any proceeds raised from a PIPE Investment on or prior to the Closing Date be equal to or exceed $50.0 million (the “Minimum Cash Amount”).

If the Minimum Cash Amount is not satisfied, there can be no assurance that Cohen Circle and the Seller (the parties that have a right to waive the Minimum Cash Amount pursuant to the terms of the Business Combination Agreement) would waive the Minimum Cash Amount and both such parties must agree to waive such condition in writing in order for the Minimum Cash Amount to be waived. Cohen Circle and the Seller may each elect to waive the Minimum Cash Amount condition for any number of reasons, including to facilitate the consummation of the Business Combination. If such condition is neither met nor waived pursuant to the terms of the Business Combination Agreement, then the proposed Business Combination Agreement would not be consummated.

Kyivstar will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Kyivstar is subject to contractual restrictions while the Business Combination is pending. The Business Combination Agreement, absent consent from Cohen Circle, restricts Kyivstar from making certain expenditures and taking other specified actions without the consent of Cohen Circle until the Business Combination occurs. These restrictions may prevent Kyivstar from pursuing certain business opportunities prior to the completion of the Business Combination. See the section entitled “The Business Combination Agreement and Transaction Documents — Conduct of Business Pending Consummation of the Business Combination and Covenants.”

Risks Related to Taxation

There may be U.S. federal income tax consequences of the Business Combination that may adversely affect holders of Cohen Circle Ordinary Shares or Cohen Circle Warrants.

Although it is intended for the Merger to qualify as a tax-free exchange for U.S. federal income tax purposes as described in Section 351(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the requirements for tax-free treatment are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are beyond the Cohen Circle’s control. There can be no assurance that the U.S. Internal Revenue Service will not disagree with or challenge the intended characterization of the transaction for U.S. federal income tax purposes. To the extent the Merger does not so qualify, it could result in the imposition of substantial taxes on holders of Cohen Circle Ordinary Shares and Cohen Circle Warrants.

It is unclear whether the Merger, in addition to qualifying as an exchange described in Section 351(a) of the Code, will also qualify as a “reorganization” under Section 368 of the Code. There are many requirements that must be satisfied in order for the Merger to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations and others are fundamental to corporate reorganizations. There can be no assurance that the Merger qualifies as a reorganization under Section 368 of the Code. U.S. holders should consult their tax advisors regarding the potential qualification of the Merger as a reorganization for U.S. federal income tax purposes.

It is possible that a U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations”) of Cohen Circle Ordinary Shares and Cohen Circle Warrants could be treated as transferring its Cohen Circle Ordinary Shares and Cohen Circle Warrants, if any, to Kyivstar Group Ltd. in an exchange governed only by Section 351(a) of the Code (and not by Section 368 of the Code), in which case such U.S. holder would recognize gain (if any) with respect to such Cohen Circle Ordinary Shares and Cohen Circle Warrants held immediately prior to the Merger in an amount equal to the lesser of (i) the excess (if any) of the fair market value of such Kyivstar Group Ltd. Common Shares and

Kyivstar Group Ltd. Warrants over such U.S. holder’s tax basis in such Cohen Circle Ordinary Shares and Cohen Circle Warrants or (ii) the fair market value of such Kyivstar Group Ltd. Warrants. Any loss realized by a U.S. holder should not be recognized.

Alternatively, it is also possible that, if the deemed transfer of Cohen Circle Ordinary Shares and Cohen Circle Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the Code, subject to Section 367(a) of the Code, a U.S. holder of Cohen Circle Ordinary Shares and Cohen Circle Warrants generally should not recognize any gain or loss on any such deemed transfer of Cohen Circle Warrants, and such U.S. holder’s basis in the Kyivstar Group Ltd. Warrants deemed received should be equal to the U.S. holder’s basis in its Cohen Circle Warrants deemed transferred.

If the Merger is described in Section 351(a) or Section 368 of the Code but it is determined that Section 367(a) of the Code applies to the transfer of Cohen Circle Ordinary Shares, then a U.S. holder would generally recognize gain (but not loss) to the extent that gain would have been recognized if such transfer did not qualify for non-recognition under Section 351(a) or Section 368 of the Code.

In addition, a U.S. holder of Cohen Circle Ordinary Shares or Cohen Circle Warrants could be subject to adverse U.S. federal income tax consequences as a result of the Business Combination if the Cohen Circle is a passive foreign investment company within the meaning of Section 1297 of the Code at any time during a U.S. holder’s holding period of Cohen Circle Ordinary Shares or Cohen Circle Warrants.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Certain Tax Considerations — U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences to you of the Merger.

THE Extraordinary general MEETING OF COHEN CIRCLE

This proxy statement/prospectus is being provided to Cohen Circle shareholders as part of a solicitation of proxies by the Cohen Circle Board for use at the extraordinary general meeting of Cohen Circle to be held on            , 2025, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the extraordinary general meeting and the Proposals on which you are being asked to vote, and other information you may find useful in determining how to vote on the Proposals and voting procedures.

This proxy statement/prospectus is being first mailed on or about            , 2025 to all shareholders of record of Cohen Circle as of the Record Date for the extraordinary general meeting for Cohen Circle shareholders. On the Record Date, there were              shares of Cohen Circle Class A Ordinary Shares outstanding and              shares of Cohen Circle Class B Ordinary Shares outstanding.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held on             , 2025 at a.m., Eastern time, via live webcast at            and at            , or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the Proposals.

Proposals at the Extraordinary General Meeting

At the extraordinary general meeting, Cohen Circle shareholders will vote on the following Proposals:

•        Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and authorize, by ordinary resolution, the Business Combination Agreement and the Business Combination;

•        Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal (the “Merger Proposal”) to approve, by special resolution, to authorize Cohen Circle to merge with Merger Sub so that Merger Sub will merge with and into Cohen Circle and Cohen Circle will be the surviving company and all the undertaking, property and liabilities of the Merger Sub vest in Cohen Circle by virtue of such merger pursuant to the Companies Act (As Revised); (b) the Plan of Merger substantially in the form annexed to this Proxy Statement as Annex F be and is hereby authorized, approved and confirmed in all respects and Cohen Circle be authorized to enter into the Plan of Merger; (c) that upon the Effective Date (as defined in the Plan of Merger): (i) the amending and restating of the memorandum and articles of Surviving Company (as defined in the Plan of Merger) in the form attached to the Plan of Merger is approved in all respects, (ii) the name of the Surviving Company be changed to “Kyivstar Cayman Corp.” and (iii) each of the authorized shares in the capital of the Surviving Company be re-designated as ordinary shares such that the share capital of the Surviving Company is $55,500 divided into 555,000,000 ordinary shares of a nominal or par value of $0.0001 each; and

•        Proposal No. 3 — The Adjournment Proposal — to adjourn, by ordinary resolution, the Cohen Circle EGM to a later date or dates, (i) to the extent necessary to ensure any required supplement or amendment to this proxy statement/prospectus is provided to Cohen Circle shareholders, (ii) in order to solicit additional proxies from Cohen Circle shareholders in favor of the approval of one or more of the Proposals at the Cohen Circle EGM, or (iii) the Cohen Circle Board determines that one or more of the closing conditions under the Business Combination Agreement would not be satisfied or waived prior to the Closing Date, be hereby approved, ratified and confirmed in all respects.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not be treated as votes cast. The Sponsors have agreed to vote its Founder Shares and any Public Shares purchased by it during or after the Cohen Circle IPO in favor of the Business Combination Proposal and the Merger Proposal.

Approval of the Merger Proposal requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the Cohen Circle Class A Ordinary Shares and Cohen Circle Class B Ordinary Shares, voting as a single class, present in person or represented by proxy at the extraordinary general meeting and entitled to vote.

The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal, if presented, is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Cohen Circle will not consummate the Business Combination. If Cohen Circle does not consummate the Business Combination and fails to complete an initial business combination by October 10, 2026, subject to up to two additional one-month extensions pursuant to the Cohen Circle’s Articles, Cohen Circle will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Public Shareholders.

Recommendation to Cohen Circle shareholders

The Cohen Circle Board believes that each of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal to be presented at the extraordinary general meeting is in the best interests of Cohen Circle and its shareholders and recommends that its shareholders vote “FOR” each of the Proposals.

When you consider the recommendation of the Cohen Circle Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsors and certain members of the Cohen Circle Board and officers of Cohen Circle have interests in the Business Combination and the Merger that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the Proposals presented at the extraordinary general meeting, including the Business Combination Proposal and the Merger Proposal. These interests include, among other things:

†       the fact that the Sponsors paid an aggregate of $25,000 for 7,905,000 Cohen Circle Class B Ordinary Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by October 10, 2026. Based on the closing price for the Public Shares of $             on Nasdaq on             , 2025, the value of the Founder Shares held by the Sponsors would be $            ;

†       the fact that the Sponsors and Cantor paid an aggregate of approximately $7,150,000 for their 715,000 Cohen Circle Private Placement Units and that the Cohen Circle Private Placement Warrants underlying such units will expire worthless if a business combination is not consummated by October 10, 2026;

†       the fact that the Sponsors are anticipated to hold 2.2% of issued and outstanding Kyivstar Group Ltd. Common Shares immediately following the Business Combination (assuming no redemptions of Cohen Circle shareholders and excluding the Vesting Securities, which will not have vested as of the Closing Date);

†       the fact that, given the differential in the purchase price that the Sponsors paid for the Founder Shares and the purchase price that the Sponsor paid for the Cohen Circle Private Placement Units as compared to the price of the Cohen Circle public shares and Cohen Circle Units and the substantial number of Cohen Circle Class A Ordinary Shares that the Sponsors will receive upon conversion of the Founder Shares and (as applicable) Cohen Circle Private Placement Warrants and Cohen Circle Class A Ordinary Shares underlying the Cohen Private Placement Units, the Sponsors can earn a positive return on their investment, even if Cohen Circle public shareholders have a negative return on their investment;

†       the fact that Cohen Circle’s initial shareholders have agreed not to redeem any Cohen Circle Ordinary Shares held by them in connection with the shareholder vote to approve a proposed initial business combination pursuant to a letter agreement entered into with Cohen Circle;

†       the fact that Cohen Circle’s Sponsors will lose their entire investment if an initial business combination is not consummated by October 10, 2026;

†       the fact that the Sponsors and officers and directors of Cohen Circle have agreed to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares held by them if Cohen Circle fails to complete an initial business combination by October 10, 2026;

†       the fact that Cohen Circle’s Sponsors, officers, directors and their respective affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on Cohen Circle’s behalf, such as identifying and investigating possible business targets and completing an initial business combination. However, if Cohen Circle fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Cohen Circle may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated by October 10, 2026;

†       the right of Cohen Circle’s Sponsors, officers and directors to transfer the Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants following the Business Combination, subject to certain lock-up periods;

†       in the event of the liquidation of the Trust Account upon the failure of Cohen Circle to consummate a business combination by October 10, 2026, Cohen Circle Sponsor I, LLC has agreed to indemnify Cohen Circle to ensure that the proceeds in the Trust Account is not reduced below $10.05 per Cohen Circle Class A Ordinary Share, or such lesser per-Cohen Circle Class A Ordinary Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Cohen Circle has entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to Cohen Circle, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Cohen Circle believes the likelihood of Cohen Circle Sponsor I, LLC having to indemnify the Trust Account is limited because it endeavors to have all third parties that provide products or services to it and prospective target businesses execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the trust account;

†       the Sponsors (including their representatives and affiliates) and Cohen Circle’s officers and directors are, or in the future may become, affiliated with entities that are engaged in similar business to Cohen Circle. The Sponsors and our officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, another blank check company prior to Cohen Circle completing its initial business combination. Cohen Circle’s officers and directors may become aware of business opportunities which may be appropriate for presentation to Cohen Circle, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Cohen Circle’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Cohen Circle, subject always to applicable fiduciary duties under Cayman Islands law. The Cohen Circle Articles provide that Cohen Circle renounces its interest in any corporate opportunity offered to any officer or director of Cohen Circle. This waiver allows Cohen Circle’s officers and directors to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. Cohen Circle does not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target;

†       the officers and directors of Cohen Circle owe fiduciary duties to other companies. Betsy Z. Cohen, Chairman of the Board, President and Chief Executive Officer, is also a managing member of the general partner of Cohen Circle FinTech Ventures, L.P., and a managing member of the general partner of Radiate Capital Fund, L.P. Jan Hopkins Trachtman is President of The Jan Hopkins Group. Rochael Adranly is the owner and operator of Adranly Ventures, LLC. Walter C. Jones is currently a director at DFC;

†       the fact that Cohen Circle’s officers and directors have not received any cash compensation in relation to the Business Combination. Determinations with respect to director and executive compensation after the Closing have not yet been made;

†       the fact that the Business Combination Agreement provides for the continued indemnification of some of Cohen Circle’s existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

†       the fact that Kyivstar Group Ltd. will enter into a registration rights agreement with Cohen Circle’s initial shareholders, which provides for customary registration rights to them and their permitted transferees.

Broker Non-Votes and Abstentions

Abstentions are considered present for the purposes of establishing a quorum but will not be treated as votes cast. Because a broker is not permitted to provide a proxy for your shares unless you provide your broker with voting instructions, such shares are not counted as present for quorum purposes nor would they be treated as votes cast.

In general, if your shares are held in “street name” and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters.

None of the Proposals at the extraordinary general meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any Proposal to be voted on at the extraordinary general meeting and will act as a “No” vote on the proposals.

Voting Your Shares — Shareholders of Record

If you hold your shares in “street name” and are a Cohen Circle shareholder of record, you may vote in person, by mail or virtually at the extraordinary general meeting. Each share of Cohen Circle Class A Ordinary Shares that you own in your name entitles you to one vote on each of the Proposals for the extraordinary general meeting. Your one or more proxy cards show the number of shares of Cohen Circle Class A Ordinary Shares that you own.

Voting in Person.    If you attend the Cohen Circle EGM and plan to vote in person, you will be provided with a ballot at the Cohen Circle EGM. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Cohen Circle EGM. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Cohen Circle EGM and vote in person, you will need to bring to the Cohen Circle EGM a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way Cohen Circle can be sure that the broker, bank or nominee has not already voted your Cohen Circle Class A Ordinary Shares.

Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the extraordinary general meeting so that your shares will be voted if you are unable to attend the extraordinary general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Cohen Circle Board. The Cohen Circle Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., New York City time, on            , 2025.

Voting Virtually at the Meeting.    If you attend the extraordinary general meeting and plan to vote virtually, you will be provided with a ballot at the extraordinary general meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote virtually at the extraordinary general meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote virtually, you must obtain a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way Cohen Circle can be sure that the broker, bank or nominee has not already voted your shares.

Voting Your Shares — Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the extraordinary general meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the extraordinary general meeting, you must obtain a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see “— Attending the Extraordinary General Meeting” below for more details.

Attending the Extraordinary General Meeting

The Cohen Circle EGM will be held on             , 2025 at Eastern Time via live webcast on the Internet and at            . You will be able to attend the Cohen Circle EGM in-person and by visiting            with the password of            . In order to vote or submit a question during the Cohen Circle EGM, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Cohen Circle EGM only by registering as a guest and you will not be able to vote or submit your questions during the Cohen Circle EGM.

Only Cohen Circle shareholders on the Record Date (if the shares are held in “street name”) or their legal proxy holders may attend the extraordinary general meeting virtually. Only holders of shares, their proxy holders and guests of Cohen Circle may invite may attend the extraordinary general meeting. If you wish to attend the extraordinary general meeting virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the extraordinary general meeting or at the extraordinary general meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Cohen Circle’s Secretary in writing to Cohen Circle Acquisition Corporation I, 2929 Arch Street, Suite 1703 Philadelphia, PA 19104, before the extraordinary general meeting that you have revoked your proxy; or

•        you may attend the extraordinary general meeting in person or via the live webcast noted above, revoke your proxy, and vote yourself, as indicated above.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Cohen Circle Class A Ordinary Shares, you may contact Cohen Circle’s proxy solicitor as follows:

Individuals call toll-free:
Banks and brokers call:
Email:

Redemption Rights

Pursuant to the Cohen Circle’s Articles, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the Closing Date. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account (calculated

as of two business days prior to the Closing Date, less taxes payable). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $             as of             , 2025, the estimated per share redemption price would have been approximately $            .

In order to exercise your redemption rights, you must:

•        if you hold Cohen Circle Units, separate the underlying shares of Cohen Circle Class A Ordinary Shares and Public Warrants;

•        prior to 5:00 p.m., New York City time, on            , 2025 (two business days before the initially scheduled Cohen Circle EGM), identify yourself in writing as a beneficial holder and provide your legal name, phone number and address to the Transfer Agent in order to validly redeem your shares and tender your shares physically or electronically and submit a request in writing that Cohen Circle redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Attention:
Email:

•        deliver your Public Shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the initially scheduled Cohen Circle EGM. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

You do not have to be a Record Date holder in order to exercise your redemption rights. Shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the initially scheduled vote on the Business Combination Proposal at the Cohen Circle EGM, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the extraordinary general meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Holders of outstanding Cohen Circle Units must separate the underlying Cohen Circle Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Cohen Circle Units registered in your own name, you must deliver the certificate for such units to the Transfer Agent with written instructions to separate such units into Cohen Circle Class A Ordinary Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Cohen Circle Class A Ordinary Shares from the Cohen Circle Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Cohen Circle Units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Cohen Circle Class A Ordinary Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Cohen Circle Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Cohen Circle Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of Cohen Circle Class A Ordinary Shares by the Public Shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $             as of the Record Date.

Prior to exercising redemption rights, Cohen Circle shareholders should verify the market price of the Cohen Circle Class A Ordinary Shares, as shareholders may receive higher proceeds from the sale of their shares of Cohen Circle Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Cohen Circle Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Cohen Circle Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Cohen Circle Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will no longer own those shares and you will not receive any Kyivstar Group Ltd. Common Shares in the Business Combination. You will have no right to participate in, or have any interest in, the future growth of Kyivstar Group Ltd., if any. You will be entitled to receive cash for your Cohen Circle Class A Ordinary Shares only if you properly and timely demand redemption.

If the Business Combination is not approved and Cohen Circle does not consummate an initial business combination by October 10, 2026 (subject to up to two additional one-month extensions pursuant to the Cohen Circle’s amended and restated memorandum and articles of association), Cohen Circle will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Public Shareholders and all of Cohen Circle’s warrants will expire worthless.

Appraisal rights are not available to holders of Cohen Circle Class A Ordinary Shares in connection with the Business Combination.

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to shareholders of Cohen Circle Class A Ordinary or Cohen Circle’s Public Warrant holders in connection with ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, holders of Cohen Circle Class A Ordinary Shares are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the Board of Directors of Cohen Circle has determined that the redemption proceeds payable to holders of Cohen Circle Class A Ordinary Shares who exercise such redemption rights represents the fair value of those shares. See the section of this proxy statement/prospectus titled “Appraisal or Dissenters’ Rights.”

Proxy Solicitation Costs

Cohen Circle is soliciting proxies on behalf of the Cohen Circle Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Cohen Circle has engaged            to assist in the solicitation of proxies for the extraordinary general meeting. Cohen Circle and its directors, officers and employees may also solicit proxies in person. Cohen Circle will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Cohen Circle will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Cohen Circle will pay            a fee of $          , plus disbursements, reimburse            for its reasonable out-of-pocket expenses and indemnify            and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as Cohen Circle’s proxy solicitor. Cohen Circle will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy materials to Cohen Circle shareholders. Directors, officers and employees of Cohen Circle who solicit proxies will not be paid any additional compensation for soliciting.

CERTAIN TAX CONSIDERATIONS

U.S. Federal Income Tax Considerations

Material U.S. Federal Income Tax Considerations

This section describes the material U.S. federal income tax consequences to a U.S. holder and Non-U.S. holder (each as defined below) of Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants (collectively, the “Cohen Circle Securities”) (i) electing to have their Cohen Circle Class A Ordinary Shares redeemed for cash if the Business Combination is completed, (ii) of participating in the Business Combination, and (iii) of the ownership and disposition of Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants (collectively, the “Kyivstar Group Ltd. Securities”) acquired pursuant to the Merger (collectively, the “Transactions”).

This discussion deals only with holders that hold their Cohen Circle Securities and will hold the Kyivstar Group Ltd. Securities as capital assets within the meaning of Section 1221 of the Code (as defined herein) and does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, investors participating in the Transactions (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This discussion also does not address tax considerations applicable to investors that own or will own (directly, indirectly or by attribution) 5% or more of the Cohen Circle Class A Ordinary Shares or Kyivstar Group Ltd. Common Shares by vote or value (except as specifically addressed herein), nor does this section discuss all of the U.S. federal income tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as the sponsor and its affiliates, financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, dealers in securities or currencies, investors that hold Cohen Circle Securities or will hold Kyivstar Group Ltd. Securities as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes, persons that received Cohen Circle Securities or will receive Kyivstar Group Ltd. Securities as compensation for services, persons that have ceased to be U.S. citizens or lawful permanent residents of the United States, investors holding the Cohen Circle Securities or that will hold Kyivstar Group Ltd. Securities in connection with a trade or business conducted outside of the United States, U.S. citizens or lawful permanent residents living abroad, passive foreign investment companies, controlled foreign corporations or U.S. holders whose functional currency is not the U.S. dollar).

As used herein, the term “U.S. holder” means a beneficial owner of Cohen Circle Securities or Kyivstar Group Ltd. Securities that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.

As used herein, the term “Non-U.S. holder” means a beneficial owner of Cohen Circle Securities or Kyivstar Group Ltd. Securities that is neither a U.S. holder (as defined above) nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes and that holds Cohen Circle Securities or will hold Kyivstar Group Ltd. Securities will depend on the status of the partner and the activities of the partnership. Entities or arrangements treated as partnerships for U.S. federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax consequences to them and their partners of participating in the Transactions and the ownership and disposition of Kyivstar Group Ltd. Securities.

This discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

ALL HOLDERS OF COHEN CIRCLE Securities SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF KYIVSTAR GROUP LTD. Securities, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

U.S. holders

The Business Combination

In General

This discussion is subject to the discussions under “— Section 367(a)” and “— Passive Foreign Investment Company Rules” below.

It is intended that, for U.S. federal income tax purposes, taken together, the Sale, the Merger and, to the extent relevant, the PIPE Investments, will constitute an exchange qualifying for non-recognition treatment under Section 351(a) of the Code. However, no opinion of counsel has been obtained, and neither SPAC nor Kyivstar Group Ltd. intends to seek a ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the characterization of the Transactions for U.S. federal income tax purposes. There can be no assurance that the IRS will not disagree with or challenge the intended characterization of the Transactions for U.S. federal income tax purposes.

The provisions of Section 351(a) of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the Business Combination that are beyond SPAC’s control. For example, if 20% or more of the Kyivstar Group Ltd. Common Shares were subject to an arrangement or agreement to be sold or disposed of at the time of issuance in the Business Combination, one of the requirements for Section 351(a) treatment would be violated. Neither SPAC nor Kyivstar Group Ltd. expects that any of the Kyivstar Group Ltd. Common Shares issued in the Business Combination that will be subject to contractual restrictions on transfer will be subject to an arrangement or agreement by its owner to sell or dispose of such shares upon the issuance of those shares in the Business Combination.

It is unclear whether the Merger, in addition to qualifying as an exchange described in Section 351(a) of the Code, will also qualify as a “reorganization” under Section 368 of the Code. There are many requirements that must be satisfied in order for the Merger to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations and others are fundamental to corporate reorganizations. For example, it is unclear as a matter of law whether an entity that may not have a historic business, such as SPAC, can satisfy the “continuity of business enterprise” requirement under Section 368 of the Code. In addition, reorganization treatment could be adversely affected by events or actions that occur prior to or at the time of the Merger, some of which are outside the control of SPAC. For example, the requirements for reorganization treatment could be affected by the magnitude of redemptions of Cohen Circle Class A Ordinary Shares that occur in connection with the Merger. There can be no assurance that the Merger qualifies as a reorganization under Section 368 of the Code. U.S. holders should consult their tax advisers regarding the potential qualification of the Merger as a reorganization for U.S. federal income tax purposes.

The remainder of this discussion assumes that the Merger, together with the Sale and, to the extent relevant, any PIPE Investments, will qualify as a transaction described in Section 351(a) of the Code. U.S. holders should consult their tax advisers regarding the characterization of the Transactions for U.S. federal income tax purposes.

U.S. holders exchanging Cohen Circle Class A Ordinary Shares for Kyivstar Group Ltd. Common Shares

A U.S. holder that exchanges only Cohen Circle Class A Ordinary Shares in the Merger for Kyivstar Group Ltd. Common Shares generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Kyivstar Group Ltd. Common Shares received in the Merger by a U.S. holder should be equal to the adjusted tax basis of the Cohen Circle Class A Ordinary Shares surrendered in the Merger in exchange therefor. The holding period of the Kyivstar Group Ltd. Common Shares should include the holding period of the Cohen Circle Class A Ordinary Shares surrendered in the Merger in exchange therefor.

U.S. holders whose Cohen Circle Public Warrants become Kyivstar Group Ltd. Warrants

A U.S. holder that owns only Cohen Circle Public Warrants but not Cohen Circle Class A Ordinary Shares and whose Cohen Circle Public Warrants convert into Kyivstar Group Ltd. Warrants should be treated as exchanging such Cohen Circle Public Warrants for “new” warrants. If so treated, a U.S. holder generally should be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Kyivstar Group Ltd. Warrants held by it immediately following the Merger and the adjusted tax basis of the Cohen Circle Public

Warrants held by it immediately prior to the Merger. A U.S. holder’s tax basis in Kyivstar Group Ltd. Warrants received in the Merger will equal the fair market value of such Kyivstar Group Ltd. Warrants. A U.S. holder’s holding period in such U.S. holder’s Kyivstar Group Ltd. Warrants should begin on the day after the Merger.

If the deemed transfer of Cohen Circle Public Warrants also qualifies as part of a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of Cohen Circle Public Warrants generally should not recognize any gain or loss on any such deemed transfer of Cohen Circle Public Warrants, and such U.S. holder’s basis and holding in the Cohen Circle Public Warrants deemed received should be equal to the U.S. holder’s basis and holding period in the Cohen Circle Public Warrants deemed transferred in the Merger.

U.S. holders of Cohen Circle Public Warrants are urged to consult with their tax advisors regarding the treatment of their Cohen Circle Public Warrants in connection with the Merger.

U.S. holders exchanging Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants for Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants

A U.S. holder that receives Kyivstar Group Ltd. Common Shares in exchange for such U.S. holder’s Cohen Circle Class A Ordinary Shares and whose Cohen Circle Public Warrants convert to Kyivstar Group Ltd. Warrants in the Merger generally should recognize gain (if any) with respect to such Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants held immediately prior to the Merger in an amount equal to the lesser of (i) the excess (if any) of the fair market value of such Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants over such U.S. holder’s tax basis in such Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants or (ii) the fair market value of such Cohen Circle Public Warrants. Any loss realized by a U.S. holder should not be recognized.

Gain, if any, described in the previous paragraph that is recognized by a U.S. holder will generally be long-term capital gain to the extent it is allocated to exchanged Cohen Circle Class A Ordinary Shares or converted Cohen Circle Public Warrants that were held by such U.S. holder for more than one year at the time of the Merger. A U.S. holder’s tax basis in the Kyivstar Group Ltd. Common Shares received in the Merger should be equal to the adjusted tax basis of the SPAC Class A Ordinary Shares surrendered in the Merger in exchange therefor, less the fair market value of the Cohen Circle Public Warrants received, plus the gain recognized by the U.S. holder on the exchange. A U.S. holder’s tax basis in Kyivstar Group Ltd. Warrants received in the Merger will equal the fair market value of such Cohen Circle Public Warrants. A U.S. holder should be able to “tack on” the U.S. holder’s holding period in the exchanged Cohen Circle Class A Ordinary Shares to such U.S. holder’s holding period in its Kyivstar Group Ltd. Common Shares received in exchange therefor. A U.S. holder’s holding period in the Kyivstar Group Ltd. Warrants received pursuant to the conversion of the Cohen Circle Public Warrants should begin on the day after the Merger.

If the deemed transfer of Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants also qualifies as part of a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of Kyivstar Group Ltd. Warrants generally should not recognize any gain or loss on any such deemed transfer of Cohen Circle Public Warrants, and such U.S. holder’s basis in the Kyivstar Group Ltd. Warrants deemed received should be equal to the U.S. holder’s basis in its Cohen Circle Public Warrants deemed transferred.

U.S. holders of Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants are urged to consult with their tax advisors regarding the treatment of their Cohen Circle Public Warrants in connection with the Merger.

Section 367(a)

This discussion is subject to the discussion under “— Passive Foreign Investment Company Rules” below.

Section 367(a) of the Code and the Treasury Regulations promulgated thereunder impose certain additional requirements for qualifying under Sections 351 or Section 368 of the Code with respect to transactions where a U.S. person transfers stock or securities to a non-U.S. corporation in exchange for stock or securities in a non-U.S. corporation. U.S. holders of Cohen Circle Class A Ordinary Shares will be deemed to transfer shares of such stock to Kyivstar Group Ltd. in exchange for Kyivstar Group Ltd. Common Shares, so that these requirements will apply.

Under applicable Treasury Regulations under Section 367(a) of the Code, a U.S. holder who owns (directly, indirectly, or by attribution) 5% or more of the total voting power or total value of the stock of Kyivstar Group Ltd. immediately after the completion of the Merger will be required to recognize gain (but not loss) as a result of the Merger unless

the U.S. holder enters into a “gain recognition agreement” (as defined in the Treasury Regulations) with the IRS. All U.S. holders are urged to consult their own tax advisors regarding the decision to file a gain recognition agreement and the procedures to be followed in connection with such a filing.

Redemption of Cohen Circle Class A Ordinary Shares

This discussion is subject to the discussion under “— Passive Foreign Investment Company Rules” below.

In the event that a U.S. holder of Cohen Circle Class A Ordinary Shares exercises such holder’s right to have such holder’s Cohen Circle Class A Ordinary Shares redeemed pursuant to the redemption provisions described herein, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such stock pursuant to Section 302 of the Code or whether the U.S. holder will be treated as receiving a corporate distribution. Whether that redemption qualifies for sale treatment will depend largely on the total number of Cohen Circle Class A Ordinary Shares treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder as a result of, among other things, owning warrants) relative to all of Cohen Circle Class A Ordinary Shares both before and after the redemption. The redemption of stock generally will be treated as a sale of the stock (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. holder, results in a “complete termination” of the U.S. holder’s interest in SPAC or is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also Cohen Circle Class A Ordinary Shares that are constructively owned by such U.S. holder. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option, which generally would include common stock that could be acquired pursuant to the exercise of the Cohen Circle Public Warrants. In order to meet the substantially disproportionate test, the percentage of SPAC’s outstanding voting shares actually and constructively owned by the U.S. holder immediately following the redemption of Cohen Circle Class A Ordinary Shares must, among other requirements, be less than 80% of the percentage of SPAC’s outstanding voting shares actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S. holder’s interest if either all Cohen Circle Class A Ordinary Shares actually and constructively owned by the U.S. holder are redeemed or all Cohen Circle Class A Ordinary Shares actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The redemption of the Cohen Circle Class A Ordinary Shares will not be essentially equivalent to a dividend if a U.S. holder’s redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in SPAC. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in SPAC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of redemption.

If the redemption qualifies as a sale of stock by the U.S. holder under Section 302 of the Code, the U.S. holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Cohen Circle Class A Ordinary Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. holder’s tax basis in such holder’s Cohen Circle Class A Ordinary Shares generally will equal the cost of such shares. A U.S. holder that purchased a Cohen Circle Unit would have been required to allocate the cost between the Cohen Circle Class A Ordinary Shares and the Cohen Circle Public Warrants comprising that unit based on their relative fair market values at the time of the purchase. If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. holder will be treated as receiving a distribution on its remaining Cohen Circle Class A Ordinary Shares. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from the SPAC’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of the SPAC’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in such U.S. holder’s Cohen Circle Class A Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Cohen Circle Class A Ordinary Shares. However, SPAC does not maintain calculations of its earnings and profits

in accordance with U.S. federal income tax accounting principles. U.S. holders should therefore assume that any distribution by SPAC with respect to Cohen Circle Class A Ordinary Shares will be reported as ordinary dividend income. U.S. holders should consult their own tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received from SPAC.

Passive Foreign Investment Company Rules

In General

A non-U.S. corporation, such as SPAC, will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of its subsidiaries, either (i) 75% or more of its gross income is passive income, or (ii) 50% or more of the value of its assets (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

Because SPAC is a blank check company, with no current active business, we believe that it is likely that SPAC will meet the PFIC asset or income test for periods prior to the Closing. Pursuant to a start-up exception, however, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to SPAC will not be known until after the close of the current taxable year of SPAC (and, following the Closing, Kyivstar Group Ltd.) ending December 31, 2025 and, possibly not until after the close of the taxable year of SPAC and Kyivstar Group Ltd. ending December 31, 2026. After the Closing, SPAC may still meet one of the PFIC tests depending on the timing of the Closing and the amount of SPAC’s passive income and assets as well as the passive income and assets of the Kyivstar Group Ltd. and its other subsidiaries. SPAC’s actual PFIC status for its current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. In addition, there also are uncertainties regarding the exception generally of the start-up exception to a transaction such as the Business Combination. Accordingly, there can be no assurance with respect to SPAC’s status as a PFIC for its current taxable year ending December 31, 2025 or any prior or future taxable year.

If the SPAC were a PFIC in any year during which a U.S. holder owns Cohen Circle Class A Ordinary Shares, subject to the discussion below regarding the mark-to-market or qualified electing fund (“QEF”) elections, a U.S. holder generally will be subject to special rules (regardless of whether the SPAC continues to be a PFIC) with respect to (i) any “excess distribution” (generally, any distributions received by a U.S. holder on its Cohen Circle Class A Ordinary Shares in a taxable year that are greater than 125% of the average annual distributions received by the U.S. holder in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the Cohen Circle Class A Ordinary Shares) and (ii) any gain realized on the sale or other disposition of Cohen Circle Class A Ordinary Shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the SPAC is a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year.

The impact of the PFIC rules (including the “excess distribution” rules, as discussed above) on a U.S. holder of Cohen Circle Class A Ordinary Shares will depend on whether the U.S. holder has made (i) a timely and effective QEF election for the taxable year that is the first year in the U.S. holder’s holding period of Cohen Circle Class A Ordinary Shares during which SPAC was classified as a PFIC or, if in a later taxable year, the U.S. holder made a QEF election together with a deemed sale election, or (ii) a mark-to-market election under Section 1296 of the Code. If a QEF or mark-to-market election has been made, the electing U.S. holder generally will not be subject to the excess distribution regime discussed above and the tax consequences should be as set forth above under the caption headings “— The Business Combination” and “— Redemption of Cohen Circle Class A Ordinary Shares.”

A U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. holder generally is also required to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is or has been made) with such U.S. holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. holder’s taxable years being open to audit by the IRS until such Form is properly filed.

Application of the PFIC Rules to Cohen Circle Public Warrants

The application of the PFIC rules to U.S. holders of Cohen Circle Public Warrants is unclear. Proposed Treasury Regulations issued under the PFIC rules generally treat an “option” (which would include a Cohen Circle Warrant) to acquire the stock of a PFIC as stock of the PFIC. Therefore, it is possible that the proposed Treasury Regulations if finalized in their current form would apply to cause gain recognized on the exchange of Cohen Circle Public Warrants for Kyivstar Group Ltd. Warrants to be subject to the excess distribution regime discussed above in “— Passive Foreign Investment Company Rules — In general.” Additionally, final Treasury Regulations issued under the PFIC rules provide that the QEF election does not apply to options and no mark-to-market election is currently available with respect to options.

Effect of the PFIC Rules on the Merger

Taxation of U.S. holders Making a Timely QEF Election.    If the U.S. holder has made a timely and effective QEF election for the taxable year that is the first year in the U.S. holder’s holding period of Cohen Circle Class A Ordinary Shares during which SPAC was classified as a PFIC or, if in a later taxable year, the U.S. holder made a QEF election together with a deemed sale election, the electing U.S. holder generally will not be subject to the excess distribution regime discussed above in “— Passive Foreign Investment Company Rules — In general” and the tax consequences generally should be as set forth above under the caption headings “— The Business Combination.”

Taxation of U.S. holders Making a Mark-to-Market Election.    If the U.S. holder makes a valid mark-to-market election for the first taxable year of the U.S. holder in which the U.S. holder holds (or is deemed to hold) Cohen Circle Class A Ordinary Shares and for which the SPAC is classified as a PFIC, such holder generally will not be subject to the excess distribution regime discussed above in “— Passive Foreign Investment Company Rules — In general” and the tax consequences generally should be as set forth above under the caption headings “— The Business Combination,” provided however that any gain recognized on the disposition of the Cohen Circle Class A Ordinary Shares will be treated as ordinary income.

Taxation of U.S. holders Not Making a Timely QEF or Mark-to-Market Election.    Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f). However, proposed Treasury Regulations under Section 1291(f) have been promulgated and may be applied with a retroactive effective date. If finalized in their current form, those regulations would generally require taxable gain recognition to U.S. holders of Cohen Circle Class A Ordinary Shares as a result of the Merger if SPAC is classified as a PFIC at any time during such U.S. holder’s holding period for such ordinary shares.

If the proposed Treasury Regulations are adopted in their final form, the tax consequences should be as set forth above in “— Passive Foreign Investment Company Rules — In general.” However, because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective and there is no assurance they will be finally adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that taxpayers may apply reasonable interpretations of Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. If the proposed Treasury Regulations are not adopted in the form and with the effective date proposed, the determination of whether gain should be recognized on the Merger should be as set forth above under the caption heading “— The Business Combination.”

Application of the PFIC Rules to a Redemption of Cohen Circle Class A Ordinary Shares

The impact of the PFIC rules on a U.S. holder of Cohen Circle Class A Ordinary Shares that elects to redeem its Cohen Circle Class A Ordinary Shares will depend on whether the U.S. holder has made (i) a timely and effective QEF election for the taxable year that is the first year in the U.S. holder’s holding period of Cohen Circle Class A Ordinary Shares during which SPAC was classified as a PFIC or, if in a later taxable year, the U.S. holder made a QEF election together with a deemed sale election, or (ii) a timely and a valid mark-to-market election for the first taxable year of the U.S. holder in which the U.S. holder holds (or is deemed to hold) Cohen Circle Class A Ordinary Shares and for which the SPAC is classified as a PFIC. If such a QEF or mark-to-market election has been made, the electing U.S. holder generally will not be subject to the excess distribution regime discussed above in “— Passive Foreign Investment Company Rules — In general” and the tax consequences should be as set forth above under the caption heading “— Redemption of Cohen Circle Class A Ordinary Shares,” otherwise the tax consequences should be as set forth above under the heading “— Passive Foreign Investment Company Rules — In general.”

The rules dealing with PFICs and with the QEF, deemed sale, and mark-to-market elections are very complex and are affected by various factors. Accordingly, U.S. holders of Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants should consult their own tax advisors concerning the application of the PFIC rules to their Cohen Circle Class A Ordinary Shares and Cohen Circle Public Warrants under their particular circumstances.

Ownership of Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants

Distributions on Kyivstar Group Ltd. Common Shares

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” the gross amount of any distribution on Kyivstar Group Ltd. Common Shares that is made out of Kyivstar Group Ltd.’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as ordinary dividend income on the date such distribution is actually or constructively received. Any such dividends generally will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from other U.S. corporations. To the extent that the amount of the distribution exceeds Kyivstar Group Ltd.’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in its Kyivstar Group Ltd. Common Shares, and thereafter as capital gain recognized on a sale or exchange.

Dividends paid by Kyivstar Group Ltd. generally will be taxable to a non-corporate U.S. holder at the reduced rate normally applicable to long-term capital gains, provided that Kyivstar Group Ltd. is considered a “qualified foreign corporation” and certain other requirements are met. A qualified foreign corporation includes a corporation the class of shares with respect to which a distribution is made are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that Kyivstar Group Ltd. Common Shares, which are intended to be listed on the Nasdaq, will be readily tradable on an established securities market in the United States. There can be no assurance, however, that Kyivstar Group Ltd. Common Shares will be considered readily tradable on an established securities market in later years. A U.S. holder will not be able to claim the reduced rate on dividends received from Kyivstar Group Ltd. if Kyivstar Group Ltd. is treated as a PFIC in the taxable year in which the dividends are received or in the preceding taxable year. See “— Passive Foreign Investment Company Rules” below

Subject to certain conditions and limitations, withholding taxes, if any, on dividends paid by Kyivstar Group Ltd. may be treated as foreign taxes eligible for credit against a U.S. holder’s U.S. federal income tax liability under the U.S. foreign tax credit rules. For purposes of calculating the U.S. foreign tax credit, dividends paid on Kyivstar Group Ltd. Common Shares will generally be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the U.S. foreign tax credit are complex. U.S. holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit under particular circumstances.

Sale, Exchange, Redemption or Other Taxable Disposition of Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Kyivstar Group Ltd. Common Shares or Kyivstar Group Ltd. Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. holder’s adjusted tax basis in such shares and/or warrants. Any gain or loss recognized by a U.S. holder on a taxable disposition of Kyivstar Group Ltd. Common Shares or Kyivstar Group Ltd. Warrants generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares and/or warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. holder on the sale or exchange of Kyivstar Group Ltd. Common Shares or Kyivstar Group Ltd. Warrants generally will be treated as U.S. source gain or loss. Therefore, a U.S. holder may have insufficient foreign source income to utilize foreign tax credits attributable to any withholding tax imposed on a sale, exchange, redemption or other taxable disposition. U.S. holders should consult their tax advisors as to the availability of and limitations on any foreign tax credit attributable to withholding tax.

Exercise or Lapse of a Cohen Circle Public Warrant

Except as discussed below with respect to the cashless exercise of a Cohen Circle Public Warrant, a U.S. holder generally will not recognize gain or loss upon the acquisition of a Kyivstar Group Ltd. Common Share on the exercise of a Cohen Circle Public Warrant for cash. A U.S. holder’s tax basis in a Kyivstar Group Ltd. Common Shares received upon exercise of the Cohen Circle Public Warrant generally should be an amount equal to the sum of the U.S. holder’s tax basis in the Cohen Circle Public Warrant exchanged therefor and the exercise price thereof. The U.S. holder’s holding period for a Kyivstar Group Ltd. Common Share received upon exercise of the Cohen Circle Public Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Cohen Circle Public Warrant and will not include the period during which the U.S. holder held the Cohen Circle Public Warrant. If a Cohen Circle Public Warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in the Cohen Circle Public Warrant.

The tax consequences of a cashless exercise of a Kyivstar Group Ltd. Warrant are not clear under current tax law. A cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. holder’s basis in the Kyivstar Group Ltd. Common Shares received would equal the holder’s basis in the Kyivstar Group Ltd. Warrants exercised therefore. If the cashless exercise were treated as not being a gain realization event, a U.S. holder’s holding period in the Kyivstar Group Ltd. Common Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Kyivstar Group Ltd. Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Kyivstar Group Ltd. Common Shares would include the holding period of the Kyivstar Group Ltd. Warrants exercised therefore.

It is also possible that a cashless exercise of a Kyivstar Group Ltd. Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder would recognize gain or loss with respect to the portion of the exercised Kyivstar Group Ltd. Warrants treated as surrendered to pay the exercise price of the Kyivstar Group Ltd. Warrants (the “surrendered warrants”). The U.S. holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the Kyivstar Group Ltd. Common Shares that would have been received with respect to the surrendered warrants in a regular exercise of the Kyivstar Group Ltd. Warrants and (ii) the sum of the U.S. holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. holder’s tax basis in the Kyivstar Group Ltd. Common Shares received would equal the U.S. holder’s tax basis in the Kyivstar Group Ltd. Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. holder’s holding period for the Kyivstar Group Ltd. Common Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the Kyivstar Group Ltd. Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Kyivstar Group Ltd. Warrants.

Possible Constructive Distributions

The terms of each Cohen Circle Public Warrant provide for an adjustment to the number of Kyivstar Group Ltd. Common Shares for which the Cohen Circle Public Warrant may be exercised or to the exercise price of the Cohen Circle Public Warrant in certain events, as discussed in the section of this registration statement captioned “Description of Kyivstar Group Ltd. Securities.” An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. holder of a Cohen Circle Public Warrant would, however, be treated as receiving a constructive distribution from Kyivstar Group Ltd. if, for example, the adjustment increases the holder’s proportionate interest in Kyivstar Group Ltd.’s assets or earnings and profits (e.g., through an increase in the number of Kyivstar Group Ltd. Common Shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash to the holders of the Kyivstar Group Ltd. Common Shares which is taxable to the U.S. holders of such shares as described under “— Distributions on Kyivstar Group Ltd. Common Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. holder of such warrant received a cash distribution from Kyivstar Group Ltd. equal to the fair market value of such increased interest.

Passive Foreign Investment Company Rules

A non-U.S. corporation, such as Kyivstar Group Ltd., will be a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of its subsidiaries, either (i) 75% or more of its gross income is passive income, or (ii) 50% or more of the value of its assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

Based on the expected composition of Kyivstar Group Ltd.’s gross assets (including unbooked goodwill as valued based on the projected market value of Kyivstar Group Ltd.’s equity) and income and the manner in which Kyivstar Group Ltd. expects to operate its business in future years, Kyivstar Group Ltd. does not expect to be classified as a PFIC for U.S. federal income tax purposes for Kyivstar Group Ltd.’s current taxable year or in the foreseeable future. Whether Kyivstar Group Ltd. is a PFIC is a factual determination made annually, and Kyivstar Group Ltd.’s status could change depending, among other things, upon changes in the composition and relative value of its gross receipts and assets, which may be determined by reference to the price of Kyivstar Group Ltd. Common Shares (which could fluctuate significantly). Based on its current operations, Kyivstar Group Ltd.’s unbooked goodwill (which it has valued based on the projected market value of its equity) may be attributable to Kyivstar Group Ltd.’s activities that generate active income and may be treated as an active asset. Because Kyivstar Group Ltd. has valued its goodwill based on the projected market value of its equity, a decrease in the price of Kyivstar Group Ltd. Common Shares may also result in Kyivstar Group Ltd. becoming a PFIC.

If Kyivstar Group Ltd. were a PFIC in any year during which a U.S. holder owns Kyivstar Group Ltd. Common Shares, subject to the discussion below regarding the mark-to-market or QEF elections, a U.S. holder generally will be subject to special rules (regardless of whether Kyivstar Group Ltd. continues to be a PFIC) with respect to (i) any “excess distribution” (generally, any distributions received by a U.S. holder on its Kyivstar Group Ltd. Common Shares in a taxable year that are greater than 125% of the average annual distributions received by the U.S. holder in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the Kyivstar Group Ltd. Common Shares) and (ii) any gain realized on the sale or other disposition of Kyivstar Group Ltd. Common Shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which Kyivstar Group Ltd. is a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. The application of the PFIC rules to U.S. holders of Kyivstar Group Ltd. Warrants is unclear. Proposed Treasury Regulations issued under the PFIC rules generally treat an “option” (which would include a Cohen Circle Public Warrant) to acquire the stock of a PFIC as stock of the PFIC. Therefore, it is possible that the proposed Treasury Regulations if finalized in their current form would apply to cause gain recognized on the disposition of Kyivstar Group Ltd. Warrants to be subject to the excess distribution regime discussed above.

A U.S. Holder may be able to avoid some of the adverse impacts of the PFIC rules described above by electing to mark the Kyivstar Group Ltd. Common Shares to market annually. The election is available only if the Kyivstar Group Ltd. Common Shares are considered “marketable stock,” which generally includes stock that is regularly traded in more than de minimis quantities on a qualifying exchange. If a U.S. Holder makes the mark-to-market election, any gain from marking the Kyivstar Group Ltd. Common Shares to market or from disposing of them would be ordinary income. Any loss from marking the Kyivstar Group Ltd. Common Shares to market would be recognized only to the extent of unreversed gains previously included in income. Loss from marking the Kyivstar Group Ltd. Common Shares to market would be ordinary, but loss on disposing of them would be capital loss except to the extent of mark-to-market gains previously included in income. It is expected that Kyivstar Group Ltd. Common Shares, which are expected to be listed on Nasdaq, will qualify as marketable shares for the PFIC rules purposes. No assurance can be given that the Kyivstar Group Ltd. Common Shares will be traded in sufficient frequency and quantity to be considered “marketable stock.” A valid mark-to-market election cannot be revoked without the consent of the IRS unless the Kyivstar Group Ltd. Common Shares cease to be marketable stock. In addition, U.S. holders of Kyivstar Group Ltd. Warrants will not be able to make a mark-to-market election with respect to their warrants.

A U.S. holder would not be able to avoid the tax consequences described above by electing to treat Kyivstar Group Ltd. as a QEF because Kyivstar Group Ltd. does not intend to provide U.S. holders with the information that would be necessary to make a QEF election with respect to the Kyivstar Group Ltd. Common Shares. In any event, U.S. holders of Kyivstar Group Ltd. Warrants will not be able to make a QEF election with respect to their warrants.

A U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. holder generally is required to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is or has been made) with such U.S. holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. holder’s taxable years being open to audit by the IRS until such Forms are properly filed.

U.S. holders should consult their own tax advisors concerning the Kyivstar Group Ltd.’s possible PFIC status and the consequences to them, including potential reporting requirements, if Kyivstar Group Ltd. were classified as a PFIC for any taxable year.

Non-U.S. holders

The Business Combination

A Non-U.S. holder will not be subject to U.S. federal income tax on the exchange of such Non-U.S. holder’s Cohen Circle Class A Ordinary Shares or warrants unless (i) the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. holder in the United States or (ii) the Non-U.S. holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year in which the Business Combination takes place and certain other requirements are met.

Ownership of Kyivstar Group Ltd. Common Shares and Kyivstar Group Ltd. Warrants

A Non-U.S. holder of Kyivstar Group Ltd. Common Shares will not be subject to U.S. federal income tax or, subject to the discussion below under “— Information Reporting and Backup Withholding,” U.S. federal withholding on any dividends received on Kyivstar Group Ltd. Common Shares or any gain recognized on a sale or other disposition of Kyivstar Group Ltd. Common Shares (including, any distribution to the extent it exceeds the adjusted basis in the Non-U.S. holder’s Cohen Circle Common Shares) or sale or other disposition of Kyivstar Group Ltd. Warrants unless the dividend or gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. holder in the United States. In addition, special rules may apply to a Non-U.S. holder that is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met. Such holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the sale or disposition of Kyivstar Group Ltd. Common Shares.

Dividends and gains that are effectively connected with a Non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same U.S. federal income tax rates applicable to a U.S. holder and, in the case of a Non-U.S. holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax.

The U.S. federal income tax treatment of a Non-U.S. holder’s exercise of a Cohen Circle Public Warrant, or the lapse of a Cohen Circle Public Warrant held by a Non-U.S. holder that are effectively connected with a Non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under “— U.S. holders — Exercise or Lapse of a Cohen Circle Public Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences to a Non-U.S. holder would be similar to those described in this section in the preceding paragraphs above.

Information Reporting and Backup Withholding

Information reporting requirements may apply to cash received in redemption of Cohen Circle Class A Ordinary Shares, dividends received by U.S. holders of Kyivstar Group Ltd. Common Shares, and the proceeds received on the disposition of Kyivstar Group Ltd. Common Shares effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations). Backup withholding may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding.

Any redemptions treated as dividend payments with respect to Cohen Circle Class A Ordinary Shares and Kyivstar Group Ltd. Common Shares and proceeds from the sale, exchange, redemption or other disposition of Kyivstar Group Ltd. Common Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information. U.S. holders should consult their tax advisors regarding these rules and any other reporting obligations that may apply to the ownership or disposition of Kyivstar Group Ltd. Common Shares or Kyivstar Group Ltd. Warrants, including reporting obligations related to the holding of certain foreign financial assets and reporting obligations related to transactions described in Section 351(a) of the Code.

Information returns may be filed with the IRS in connection with, and Non-U.S. holders may be subject to backup withholding on amounts received in respect of their Cohen Circle Securities or their Kyivstar Group Ltd. Common Shares, unless the Non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. holder otherwise establishes an exemption. Dividends paid with respect to Kyivstar Group Ltd. Common Shares and proceeds from the sale or other disposition of Kyivstar Group Ltd. Common Shares received in the United States by a Non-U.S. holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.

Material Bermuda Tax Considerations

In December 2023, the Government of Bermuda introduced the Corporate Income Tax Act 2023 (“CIT Act”), in line with the Pillar Two tax rules published by the OECD/G20 Inclusive Framework on BEPS, which imposed a 15% corporate income tax on certain Bermuda-based entities for fiscal years beginning on or after January 1, 2025. The CIT Act applies to any entity (i) incorporated, formed or organized in Bermuda unless such entity is a tax resident in another jurisdiction under the laws of that jurisdiction based on its location of management and control, or (ii) that has a permanent establishment in Bermuda, if in either case that entity is a member of an ‘In Scope MNE Group’ (i.e., with respect to a fiscal year beginning on or after January 1, 2025, member of a group of entities related through ownership and control that has an annual revenue of €750 million or more in a fiscal year, pursuant to the consolidated financial statements of the ultimate parent entity, in at least two of the four fiscal years immediately preceding the fiscal year, and such group includes at least one entity located in a jurisdiction that is not the parent entity’s jurisdiction), regardless of any assurance given pursuant to the Exempted Undertakings Tax Protection Act 1966. In accordance with applicable United Arab Emirates’ tax regulations, Kyivstar Group Ltd. is expected to be a resident of the United Arab Emirates for tax purposes. As the CIT Act seeks to mitigate potential double taxation, Kyivstar Group Ltd. will work with the Bermuda authorities to confirm its position as a tax-resident entity in the United Arab Emirates ahead of the application of its mandatory filings under the CIT Act rules.

Noting the above, under current Bermuda law, Kyivstar Group Ltd. is not expected to be subject to tax in Bermuda on its income or capital gains.

Furthermore, Kyivstar Group Ltd. has obtained from the Minister of Finance of Bermuda, under the Exempted Undertakings Tax Protection Act 1966, an undertaking that, in the event that Bermuda enacts any additional legislation imposing tax computed on gains, that tax will not be applicable to us until March 31, 2035. This undertaking does not, however, prevent the imposition of CIT or of any tax or duty on persons ordinarily resident in Bermuda or any property tax on real property interests Kyivstar Group Ltd. may have in Bermuda. Kyivstar Group Ltd. pays an annual government fee in Bermuda based on its authorized share capital and share premium and regulatory oversight fee applicable to all non-resident Bermuda companies. The annual government fee applicable to us is currently $8,780, and the regulatory oversight fee is $500.

Under current Bermuda law, no income, withholding or other taxes or stamp or other duties are imposed in Bermuda upon the issue, transfer or sale of the Kyivstar Group Ltd. Common Shares or on any payments in respect of the Kyivstar Group Ltd. Common Shares (except, in certain circumstances, to persons ordinarily resident in Bermuda).

THE BUSINESS COMBINATION AGREEMENT AND TRANSACTION DOCUMENTS

On March 18, 2025, Cohen Circle, the Seller, VEON Holdings, Kyivstar Group Ltd., and Merger Sub entered into the Business Combination Agreement. The subsections that follow this subsection describe the material provisions of the Business Combination Agreement, but do not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. Cohen Circle shareholders and other interested parties are urged to read the Business Combination Agreement carefully and in its entirety (and, if appropriate, with the advice of financial, tax and legal counsel) because it is the definitive legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other dates as specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. Importantly, the representations, warranties and covenants in the Business Combination Agreement are modified by the disclosure schedules referred to therein which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. Therefore, certain representations and warranties in the Business Combination Agreement may, may not have been or may not be (as applicable) accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus, because they may be modified by the disclosure schedule. Therefore, while we do not believe that the disclosure schedules contain information that is material to an investment decision, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Cohen Circle, VEON Holdings, Kyivstar Group Ltd. and Merger Sub or any other matter. The disclosure schedules do not establish matters as fact but establish which of the parties assumes liability if any of the representations, warranties and covenants turn out to be false.

Capitalized terms in this section not otherwise defined in this proxy statement/prospectus will have the meanings ascribed to them in the Business Combination Agreement.

The Business Combination Agreement

General Description of the Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the parties to the Business Combination Agreement have agreed that, in connection with the Closing, the parties will undertake a series of transactions pursuant to which, among other things (i) at the Sale Effective Time, the Seller will sell to Kyivstar Group Ltd. all of the issued and outstanding equity of VEON Holdings in exchange for the Kyivstar Group Ltd. Common Shares and the Seller Loan Note, whereby VEON Holdings will become a direct, wholly owned subsidiary of Kyivstar Group Ltd., and (ii) at the Merger Effective Time, the parties intend to effect the Merger upon the terms and subject to the conditions of the Business Combination Agreement and the Plan of Merger and in accordance with the Companies Act, whereby on the Closing Date, Merger Sub shall be merged with and into Cohen Circle, with Cohen Circle continuing as the surviving company of the Merger and a direct, wholly owned subsidiary of Kyivstar Group Ltd.

The Sale

The Business Combination Agreement provides that, in connection with the transactions contemplated thereby, the Seller and Kyivstar Group Ltd. will execute the Transfer Deed pursuant to which at the Sale Effective Time, the Seller will sell to Kyivstar Group Ltd. all of the issued and outstanding equity of VEON Holdings in exchange for newly issued Kyivstar Group Ltd. Common Shares and the Seller Loan Note, and, as a result thereof of the Sale, VEON Holdings will become a direct, wholly owned subsidiary of Kyivstar Group Ltd.

The Merger

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Plan of Merger and in accordance with the Companies Act, the parties have agreed that, on the terms and subject to the conditions set forth therein, at the Merger Effective Time, Merger Sub will be merged with and into Cohen Circle with Cohen Circle

Post-Business Combination Structure

The following diagram depicts the simplified organizational structure of Kyivstar Group Ltd. and its subsidiaries immediately after the consummation of the Business Combination.

Effective Times of the Sale and Merger and Closing of the Business Combination

The Sale will become effective at the Sale Effective Time which will occur on the business day preceding the date on which the Merger occurs in accordance with the Business Combination Agreement. Following the Sale, subject to the terms and conditions of the Business Combination Agreement, the Merger will become effective at such date the Plan of Merger is duly registered with the Registrar of Companies in the Cayman Islands (or such later date as may be agreed by each of the Parties and specified in such Plan of Merger in accordance with the Companies Act).

Subject to the terms and conditions of the Business Combination Agreement, the Closing will occur by electronic exchange of documents on the date which is no later than three (3) business days after the date on which all of the conditions described below under the subsection entitled “The Business Combination Agreement and Transaction Documents — The Business Combination Agreement — Conditions to Complete the Business Combination,” have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or at such other time, date and place as Cohen Circle and the Seller may mutually agree in writing, provided that the Merger will not occur prior to the first business day following the Sale, and may not occur on a Friday.

Cohen Circle, VEON Holdings and Kyivstar Group Ltd. currently expect to complete the Business Combination in the third quarter of 2025. However, any delay in satisfying any conditions to the Business Combination could delay completion of the Business Combination. If the Closing has not occurred by September 30, 2025 (which date may be extended for no more than 90 days by Cohen Circle or the Seller under certain conditions), subject to certain conditions, either Cohen Circle or the Seller may terminate the Business Combination Agreement.

Consideration to be Received in the Business Combination

Sale Consideration

At the Sale Effective Time, by virtue of the Sale and the execution of the Transfer Deed, the Seller will sell to Kyivstar Group Ltd. all of the issued and outstanding equity of VEON Holdings in exchange for (i) newly issued Kyivstar Group Ltd. Common Shares, which shall equal the Seller Share Consideration Number (which is defined as the number of the Kyivstar Group Ltd. Common Shares equal to (a) the amount of Closing Equity Value less the Seller Loan Note Consideration Amount, divided by (b) $10.35); provided that the resulting number shall be rounded down to the nearest whole number and (ii) the Seller Loan Note in the amount equal to the Seller Loan Note Consideration Amount (which is defined as the dollar amount equal to the Cash Investment Amount, which in turn is defined as the sum of (a) the PIPE Investments, plus (b) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing (prior to giving effect to the SPAC Shareholder Redemption), less (c) the Aggregate SPAC Shareholder Redemption Payments Amount).

Merger Consideration

At the Merger Effective Time, by virtue of the Merger (i) each Cohen Circle Unit that is issued and outstanding immediately prior to the Merger Effective Time, comprised of one of the Cohen Circle’s Class A Ordinary Shares and one-third of one Cohen Circle Public Warrant, shall be automatically detached and the holder thereof shall be deemed to hold one Cohen Circle Class A Ordinary Share and one-third of one Cohen Circle Public Warrant (the “Unit Separation”); (ii) (A) 2,155,000 Cohen Circle Class B Ordinary Shares shall be surrendered by the Sponsors to Cohen Circle and such shares shall be automatically cancelled without any conversion thereof or payment or other consideration therefor (the “Forfeited Sponsor Shares”); and (B) each Cohen Circle Ordinary Share, that is issued and outstanding immediately prior to the Merger Effective Time, owned by Cohen Circle as a treasury share immediately prior to the Merger Effective Time, shall automatically be cancelled without any conversion thereof or payment or other consideration therefor (the “Cancelled Treasury Shares”); (iii)(A) each eligible outstanding share of Cohen Circle’s Class B Ordinary Shares, par value $0.0001 per share (each, a “Cohen Circle Class B Share”), (excluding the Forfeited Sponsor Shares and the Cancelled Treasury Shares), shall automatically convert into a Cohen Circle Class A Ordinary Share and (B) each Cohen Circle Class A Ordinary Share (including the Cohen Circle Class A Ordinary Shares held as a result of the Unit Separation described above and the Cohen Circle Class A Ordinary Shares converted as a result of clause (iii)(A) above) shall convert into the right to receive one Kyivstar Group Ltd. Common Share; and (iv) each Cohen Circle Public Warrant outstanding and unexercised immediately prior to the Merger Effective Time, whether or not vested, including the Cohen Circle Public Warrants held as a result of the Unit Separation described in clause (A) above, shall convert into a Cohen Circle. Public Warrant to purchase Kyivstar Group Ltd. Common Shares, and each Cohen Circle Private Placement Warrant will be cancelled for no consideration.

Ownership of Kyivstar Group Ltd. Following the Closing

The following table illustrates the varying ownership levels of Kyivstar Group Ltd. after consummation of the Business Combination under the following scenarios: with no redemptions by Cohen Circle Public Shareholders, with redemptions of 50% of the outstanding Cohen Circle Class A Ordinary Shares in connection with the Business Combination and with redemptions of the maximum number of Cohen Circle Class A Ordinary Shares that could occur while still satisfying the Minimum Cash Condition in the Business Combination Agreement, assuming no

additional private placement financing, including any PIPE Investment, is obtained. The following table also assumes that there are no other issuances of equity interests of Cohen Circle, VEON Holdings or Kyivstar Group Ltd. prior to Closing:

____________

(1)      Represents the number of Kyivstar Group Ltd. Common Shares issuable upon exercise of Kyivstar Group Ltd. Warrants converted from the Cohen Circle Public Warrants. The Kyivstar Group Ltd. Warrants to be received by the holders of the Cohen Circle Public Warrants have zero initial cash value, as such Kyivstar Group Ltd. Warrants are expected to be out of the money on the Closing Date.

(2)      Includes 1,437,500 Vesting Securities that will not have vested as of the Closing Date. The Vesting Securities are subject to forfeiture if the applicable vesting conditions are not satisfied. For a description of the vesting conditions, see — “Transaction Documents — Sponsor Agreement.”

(3)      The Sponsors paid an aggregate of $25,000 for 7,905,000 Cohen Circle Class B Ordinary Shares, and the Sponsors and Cantor paid an aggregate of approximately $7,150,000 for 715,000 Cohen Circle Private Placement Units. On April 26, 2025, Cantor transferred its 270,000 Cohen Circle Private Placement Units to Cohen Circle Sponsor I, LLC. Cantor remains a party to each of the SPAC Support Agreement and Sponsor Agreement entered into in connection with the Business Combination and no waivers or modifications to such agreements were made in connection with the transfer. Cohen Circle Sponsor I, LLC is a party to the SPAC Support Agreement and Sponsor Agreement and accordingly such transferred Cohen Circle Private Placement Units remain subject to such agreements.

(4)      In connection with the Closing, 2,155,000 Cohen Circle Class B Ordinary Shares and all of the private placement warrants underlying the Cohen Circle Private Placement Units held by the Sponsors will be surrendered and such shares and warrants shall be automatically cancelled without any conversion thereof or payment or other consideration therefor.

Representations and Warranties

In the Business Combination Agreement, Cohen Circle made certain customary representations and warranties to the Seller, including, among others, representations and warranties related to the following:

•        corporate matters, including organization, good standing, and qualification;

•        capitalization;

•        authority and binding effect relative to execution and delivery of the Business Combination Agreement and other Transaction Documents.

•        no conflict;

•        compliance and governmental approvals;

•        SEC filings and financial statements;

•        absence of certain changes;

•        litigation and proceedings;

•        certain business activities;

•        material contracts;

•        title to property;

•        Nasdaq stock market quotation;

•        Trust Account;

•        taxes;

•        employees and employee benefit plans;

•        board approval and required shareholder vote;

•        affiliate transactions;

•        brokers’ and similar fees;

•        investigation and reliance; and

•        disclaimer of other warranties.

In the Business Combination Agreement, the Seller, VEON Holdings, Kyivstar Group Ltd., and Merger Sub made certain customary representations and warranties to Cohen Circle, including, among others, representations and warranties related to the following:

•        corporate matters, including organization, good standing, and qualification of VEON Holdings, the Group Companies, Kyivstar Group Ltd. and Merger Sub;

•        capitalization of VEON Holdings;

•        authority and binding effect relative to execution and delivery of the Business Combination Agreement and other Transaction Documents;

•        governmental filings, no conflict;

•        financial statements;

•        absence of certain changes or events;

•        data privacy and security;

•        real property, title to property;

•        assets;

•        employees;

•        compliance and governmental authorizations;

•        sanctions; anti-corruption, anti-money laundering laws and export control laws;

•        environmental matters;

•        litigation;

•        taxes;

•        unique suppliers;

•        material suppliers;

•        insurance;

•        material contracts;

•        brokers’ and similar fees;

•        affiliate agreements; and

•        disclaimer of other warranties.

Material Adverse Effect

Cohen Circle, the Seller, VEON Holdings, Kyivstar Group Ltd., and Merger Sub have qualified certain of their respective representations and warranties by a materiality or a material adverse effect standard.

The Business Combination Agreement defines a “SPAC Material Adverse Effect,” with respect to Cohen Circle, as any event, change, development, state of fact, circumstance, occurrence or effect (any such item, an “Effect”), that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on (a) the assets and liabilities, business conditions (financial or otherwise) or results of operations of Cohen Circle; or (b) the ability of Cohen Circle to consummate the Transactions by the Outside Date; provided, however, that in no event will any Effect resulting from, arising out of or relating to the following, alone or in combination, be taken into account in determining whether a SPAC Material Adverse Effect pursuant to clause (a) has occurred or would reasonably be expected to occur:

1.      acts of war (whether declared or not), sabotage, cyberattacks or terrorism, or any escalation, continuing or worsening of any such acts or changes in global, national, regional, state or local political or social conditions;

2.      earthquakes, hurricanes, tornados, tsunamis, volcanic activities, mudslides, flooding, wild fires or other natural disasters, epidemics, pandemics or other public health emergencies or other natural or man-made disasters, in each case, where Cohen Circle’s business has a material presence;

3.      solely to the extent related to the identity of any Group Company, changes or effects attributable to the execution of the Business Combination Agreement and other transaction documents, including public announcement, consummation, performance or pendency of the Transactions (including the loss of customers, financing sources, joint venture partners, licensors, licensees, suppliers, employees or other third parties having business relationships with Cohen Circle), provided that this clause 3 shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the Transactions to the extent applicable;

4.      changes or proposed changes in applicable Laws or enforcement or interpretations thereof, Orders or decisions by courts or any other Governmental Entity after the date of the Business Combination Agreement;

5.      changes or proposed changes in U.S. GAAP or other applicable accounting or auditing standards (or any interpretation thereof) after the date of the Business Combination Agreement;

6.      changes in the national, regional, local, international or worldwide political, economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates);

7.      Effects generally applicable to blank check companies or affecting the industries and markets in which blank check companies operate;

8.      any failure in and of itself of Cohen Circle to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause 8 shall not prevent or otherwise affect a determination that the Effect underlying such failure has resulted in a SPAC Material Adverse Effect (except to the extent otherwise excluded under this definition); or

9.      any actions (A) expressly required to be taken, or expressly required not to be taken, pursuant to the terms of the Business Combination Agreement or the other transaction documents or (B) taken at the prior written request or with the prior written consent of Kyivstar Group Ltd., Merger Sub, the Seller or Cohen Circle (including any breach of a PIPE Investor’s obligations to fund its commitment thereunder when required);

provided, that in the case of each of clauses 1, 2, 4, 5, 6, and 7 above, any such Effect to the extent it disproportionately affects Cohen Circle relative to other participants in the industries or geographical areas in which Cohen Circle operates shall not be excluded from the determination of whether there has been, or could reasonably be expected to be, a SPAC Material Adverse Effect. Notwithstanding the foregoing, the amount of any SPAC Shareholder Redemption, or the failure to obtain the SPAC Shareholder Approval, shall not be deemed a SPAC Material Adverse Effect.

The Business Combination Agreement defines a “Group Material Adverse Effect,” with respect to VEON Holdings, the Group Companies, Kyivstar Group Ltd., and Merger Sub, as any Effect that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on (a) the assets and liabilities, business conditions (financial or otherwise) or results of operations of the Group Companies, Kyivstar Group Ltd., and Merger Sub, taken as a whole; or (b) the ability of any Kyivstar Group Company to consummate the Transactions by the Outside Date; provided, however, that in no event will any Effect resulting from, arising out of or relating to the following, alone or in combination, be taken into account in determining whether a Group Material Adverse Effect pursuant to clause (a) has occurred or would reasonably be expected to occur:

1.      acts of war (whether declared or not), sabotage, cyberattacks or terrorism, or any escalation, continuing or worsening of any such acts or changes in global, national, regional, state or local political or social conditions, including the Ukraine Invasion or any Ukraine Invasion Measures;

2.      earthquakes, hurricanes, tornados, tsunamis, volcanic activities, mudslides, flooding, wild fires or other natural disasters, epidemics, pandemics or other public health emergencies or other natural or man-made disasters, in each case, where the Group Companies’ business, taken as a whole, has a material presence;

3.      solely to the extent related to the identity of Cohen Circle, changes or effects attributable to the execution of the Business Combination Agreement and other transaction documents, including public announcement, consummation, performance or pendency of the Transactions (including the loss of customers, financing sources, joint venture partners, licensors, licensees, suppliers, employees or other third parties having business relationships with the Group Companies), provided that this clause 3 shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the Transactions to the extent applicable;

4.      changes or proposed changes in applicable Laws or enforcement or interpretations thereof, Orders or decisions by courts or any other Governmental Entity after the date of the Business Combination Agreement;

5.      changes or proposed changes in IFRS or other applicable accounting or auditing standards (or any interpretation thereof) after the date of the Business Combination Agreement;

6.      changes in the national, regional, local, international or worldwide political, economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates);

7.      Effects generally affecting the industries and markets in which any Group Company operates;

8.      any failure in and of itself of any Group Company to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause 8 shall not prevent or otherwise affect a determination that the Effect underlying such failure has, or would reasonably be expected to have, resulted in a Group Material Adverse Effect (except to the extent otherwise excluded under this definition); or

9.      any actions (A) expressly required to be taken, or expressly required not to be taken, pursuant to the terms of the Business Combination Agreement or the other transaction documents or (B) taken at the prior written request or with the prior written consent of Cohen Circle;

provided, that in the case of each of clauses 1, 2, 4, 5, and 6, any such Effect to the extent it disproportionately affects the Group Companies, taken as a whole, relative to other participants in the industries or geographical areas in which the Group Companies operate shall not be excluded from the determination of whether there has been, or could reasonably be expected to be, a Group Material Adverse Effect.

In addition, the representations and warranties made by Cohen Circle, the Seller, VEON Holdings, Kyivstar Group Ltd., and Merger Sub:

•        have been qualified by information that Cohen Circle and the Seller each set forth in disclosure schedules that the parties exchanged in connection with signing the Business Combination Agreement; the information contained in such disclosure schedules modifies, qualifies and creates exceptions to the representations and warranties in the Business Combination Agreement;

•        have been qualified by information that Cohen Circle set forth in the reports that it has filed or furnished with the SEC prior to the date of the Business Combination Agreement (subject to certain exceptions);

•        have been qualified by information that VEON set forth in the reports that it has filed or furnished with the SEC prior to the second business date of the Business Combination Agreement (subject to certain exceptions); and

•        are subject to the materiality and material adverse effect standards described in the Business Combination Agreement, which may differ from what may be viewed as material by you.

The accuracy of each party’s representations and warranties, subject in each appropriate case to a specified materiality or a material adverse effect standard, is a condition to completing the Business Combination. See “The Business Combination Agreement and Transaction Documents — The Business Combination Agreement — Conditions to Complete the Business Combination.”

Conduct of Business Pending Consummation of the Business Combination and Covenants

Covenants of VEON Holdings, Kyivstar Group Ltd. and Merger Sub

The Seller (solely in respect of the Group Business (as defined in the Business Combination Agreement)), VEON Holdings, Kyivstar Group Ltd. and Merger Sub made certain covenants under the Business Combination Agreement, (and VEON Holdings agreed to cause the Group Companies to comply with such covenants), including, among others, the following:

•        from the date of the Business Combination Agreement until the earlier of the Merger Effective Time or the termination of the Business Combination Agreement (the “Interim Period”), the Seller (solely in respect of the Group Business), VEON Holdings, Kyivstar Group Ltd. and Merger Sub will, and VEON Holdings will cause each of the Group Companies to, carry on their respective businesses in the ordinary course, having regard to the Ukraine Invasion and the relevant Ukraine Invasion Measures, to use commercially reasonable efforts to preserve intact their respective business organizations, to retain their respective managers, directors, and officers, and preserve their respective relationships with key customers and suppliers, in each case consistent with past practice, and in accordance with applicable Laws, and within their respective powers, except as otherwise consented to by Cohen Circle in advance and in writing (such consent not to be unreasonably withheld, conditioned or delayed), as expressly permitted by the Business Combination Agreement or the Transaction Documents, as is necessary or advisable in connection with the implementation of the VEON Pre-Closing Steps, as is necessary or advisable in response to the Ukraine Invasion or any Ukraine Invasion Measures, as is reasonably required or undertaken in an emergency or disaster situation with the intent to minimize any adverse effect of such situation; to comply with Laws or Orders; as set forth in the disclosure schedules

•        during the Interim Period, except as expressly permitted by the Business Combination Agreement or any of the other Transaction Documents, as is necessary or advisable in connection with implementation of the VEON Pre-Closing Steps, as is necessary or advisable in response to the Ukraine Invasion or any Ukraine Invasion Measures, as is reasonably required or undertaken in an emergency or disaster situation with the intent to minimize any adverse effect of such situation, to comply with Laws or Orders, or as expressly set forth in the disclosure schedules, and without the prior written consent of Cohen Circle (which consent, except with respect to certain actions, shall not be unreasonably withheld, conditioned or delayed), the Seller (solely in respect of the Group Business) and the Kyivstar Group Companies shall not, and VEON Holdings shall cause the other Group Companies, respectively, not to:

•        other than in the ordinary course of business or as otherwise pursuant to or permitted by any existing Group Employee Benefit Plan or applicable Laws (each as defined in the Business Combination Agreement) (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who is not an Executive Employee (as defined in the Business Combination Agreement) and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any

severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay of any Executive Employee, other than the payment of severance in the ordinary course of business; (iii) enter into, materially amend or terminate any Group Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a Group Employee Benefit Plan if it had been in effect on the date of the Business Combination Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Group Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards other than in the ordinary course of business; or (vi) hire or terminate any Executive Employee, other than termination for cause;

•        transfer, sell, assign, exclusively license, encumber, impair, abandon or otherwise dispose of any Owned Intellectual Property (as defined in the Business Combination Agreement) that is material to the Group Companies taken as a whole, except for any Owned Intellectual Property expiring at the end of its statutory term or no longer in use or commercially desirable to maintain;

•        other than seeking and negotiating PIPE Subscription Agreements, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or equity securities or convertible or exchangeable securities;

•        make or declare any dividend or distribution to the equity holders of any Group Company, Kyivstar Group Ltd., or Merger Sub or make any other distributions in respect of any of the Group Companies’ capital stock or equity interests, except (i) dividends and distributions by a wholly owned Subsidiary of a Group Company to such Group Company or another wholly owned Subsidiary of such Group Company or (ii) as would not reduce the net cash amount of the Group Companies below $560,000,000;

•        split, subdivide, combine, consolidate, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Group Companies’, Kyivstar Group Ltd.’s or Merger Sub’s capital stock, share capital or equity interests, except for any such transaction by a wholly owned Subsidiary of a Group Company that remains a wholly owned Subsidiary of such Group Company after consummation of such transaction;

•        transfer, sell, assign, license, dispose, purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of any Group Company, Kyivstar Group Ltd. or Merger Sub, except for transactions between a Group Company and any wholly owned Subsidiary of such Group Company;

•        delay payments of any material accounts payable or other material liability of a Group Company beyond its due date or the date when such liability would have been paid in the ordinary course; provided, that nothing in this clause (g) shall prohibit or otherwise restrict any of the Group Companies from delaying payments of accounts payable or other liabilities to the extent that any such Group Company is disputing in good faith such amounts owed in respect of such accounts payable or other liabilities;

•        amend any of the Group Companies Governing Documents (other than minor or technical changes made to correct a manifest error);

•        merge, consolidate or combine with a third party, other than with Cohen Circle; or (ii) except for transactions involving consideration to be paid by a Group Company of up to $200,000,000 (or its equivalent in another currency), acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof;

•        voluntarily dispose of or amend any Company Material Lease other than in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, individually or in the aggregate;

•        other than with respect to intellectual property, voluntarily sell, assign, lease, license, sublicense, abandon, divest, transfer, convey, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, material assets or properties of the Group Companies, other than in the ordinary course of business, pursuant to Contracts existing on the date hereof;

•        (i) make advances or capital contributions to, or investments in, any Person other than any of the Group Companies, Kyivstar Group Ltd. or Merger Sub and other than advances for business expenses and advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for (A) any Third Party Indebtedness incurred after the date hereof in excess of $20,000,000 in the aggregate or (B) any other Indebtedness outside the ordinary course of business; (iii) except in the ordinary course of business, create any Liens on any material property or material assets of any of the Group Companies, Kyivstar Group Ltd. or Merger Sub in connection with any Indebtedness thereof (other than Permitted Liens); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, Kyivstar Group Ltd. or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, Kyivstar Group Ltd. or Merger Sub by their respective customers;

•        compromise, settle or agree to settle any Proceeding involving payments by any Group Company, Kyivstar Group Ltd. or Merger Sub of $20,000,000 or more, or that imposes any material non-monetary obligations on a Group Company, Kyivstar Group Ltd. or Merger Sub (excluding confidentiality, non-disparagement or other similar obligations incidental thereto);

•        except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, individually or in the aggregate: (A) modify or amend in a manner that is adverse to the applicable Group Company or terminate or cause to be terminated any Group Company Material Contract or material Permit; (B) enter into any Contract that would have been a Group Company Material Contract, had it been entered into prior to the date of the Business Combination Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Group Company Material Contract (other than assignments by the applicable Group Company to any other Group Company);

•        except as required by IFRS (or any interpretation thereof) or applicable Laws (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices;

•        (i) make, change or revoke any material Tax election; (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement; (iii) file any amended material Tax Return other than any such amendments that would be consistent with past practice; (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes; (v) settle or consent to any claim or assessment relating to any material amount of Taxes; or (vi) surrender or allow to expire any right to claim a refund of material taxes;

•        authorize, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of any Group Company, Kyivstar Group Ltd. or Merger Sub;

•        enter into, renew or materially amend any (i) transaction or Contract with members of the VEON Group or any of their respective family members or other related Persons that would require disclosure in the Registration Statement/Proxy Statement pursuant to Item 7.B of Form 20-F; (ii) Contract between any Group Company and any broker, finder, investment banker or financial advisor with respect to any of the Transactions; or (iii) agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (other than the Group Companies, Kyivstar Group Ltd. or Merger Sub), other than (A) payments or distributions relating to obligations in respect of arm’s-length commercial transactions in the

ordinary course, (B) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, Kyivstar Group Ltd. or Merger Sub, (C) Group Employee Benefit Plans, and (D) employment arrangements entered into in the ordinary course;

•        engage in any material new line of business;

•        take any action that is reasonably likely to prevent, materially delay or impede the consummation of the transactions contemplated by the Business Combination Agreement; or

•        agree in writing or otherwise agree, commit or resolve to take any of the foregoing actions.

Covenants of Cohen Circle