UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 524, 2025

Cohen Circle Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42369

98-1634072

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2929 Arch Street
Suite #1703
Philadelphia, Pennsylvania		19104
(Address of Principal Executive Offices)		(Zip Code)

(215) 701-9555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	CCIRU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CCIR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	CCIRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item 7 1.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

As previously announced, on March 18, 2025, Cohen Circle Acquisition Corp. I. (the “Company”) entered into a business combination agreement (the “Business Combination Agreement”) by and among (1) the Company, (2) 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~~ under number 34378904 (the “Seller”), (3) 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”), (4) Kyivstar Group Ltd., an exempted company with limited liability, 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, DIFC (Dubai International Financial Center), United Arab Emirates (“PubCo”), and (5) Varna Merger Sub Corp., an exempted company incorporated with limited liability in the Cayman Islands with registration number 419635 (together with VEON Holdings and PubCo, the “Kyivstar Group” and separately, a “Kyivstar Group Company”), (together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

~~Furnished~~On asJune ~~Exhibit~~24, ~~99.1~~2025, ~~hereto~~the Company, the Seller and the ~~incorporated~~Kyivstar Group Companies entered into ~~this~~Amendment ~~Item~~No. 71 to Business Combination Agreement (the “BCA Amendment”), to, among other things, (i) document a change in the par value of PubCo’s common shares from $0.001 per share to $0.01 per share as a result of consolidation by ~~reference~~the isSeller of such shares; (ii) allow for an ~~updated~~increase ~~investor~~in ~~presentation~~the ~~that~~number ~~SPAC~~of ~~and~~directors on the board of directors of PubCo from ~~have~~not ~~prepared~~more ~~for~~than ~~use~~seven indirectors ~~connection~~to no less than five directors and not more than eleven directors, with up to ten directors initially designated by the ~~Business~~Seller ~~Combination~~and one director initially designated by the Company; and (iii) revise the timing for approval and establishment of an equity incentive plan for directors, officers, employees and independent contractors of New PubCo and the Group Companies from before the the Closing to after the Closing.

~~The~~Terms ~~information~~used inbut ~~this~~not ~~Item~~defined ~~7.01,~~herein ~~including~~have ~~Exhibit~~the ~~99.1, is furnished~~meaning ~~and~~set ~~will~~forth ~~not~~in ~~be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Business ~~Exchange~~Combination ~~Act~~Agreement. ofTo ~~1934, as amended (~~the ~~“Exchange Act”),~~extent ~~or otherwise subject to liabilities under that section, and will~~ not bespecifically ~~deemed~~amended ~~to be incorporated~~ by ~~reference into~~ the ~~filings of~~BCA ~~the~~Amendment, ~~Company~~all ~~under~~provisions ~~the~~of ~~Securities Act or~~ the ~~Exchange Act, regardless of any general incorporation language in such filings. This Current~~Business ~~Report~~Combination onAgreement ~~Form~~remain ~~8-K will not be deemed an admission as to the materiality of any information~~ in ~~this~~full ~~Item~~force ~~7.01,~~and ~~including Exhibit 99~~effect.1.

~~Important~~This ~~Information~~Current ~~About~~Report on Form 8-K (this “Current Report”) provides a summary of the Business Combination ~~and~~Agreement ~~Where~~as amended by the BCA Amendment. Such description does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is filed as Exhibit ~~Find~~2.1 Itto this Current Report and is incorporated by reference into this Current Report.

InImportant ~~connection with the previously announced Business Combination, PubCo~~Information ~~has~~About ~~filed with~~ the SEC a registration statement on Form F-4, which includes a preliminary prospectus/proxy statement and will include a definitive prospectus/proxy statement and other relevant documents, to be distributed to the Company’s shareholders in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination ~~and~~ ~~other matters as described in the registration statement, as well as the prospectus relating to the offer~~ and ~~sale~~Where ~~of the securities of PubCo~~ to beFind ~~issued in connection with the Business Combination.~~It

~~THIS~~In ~~CURRENT~~connection ~~REPORT~~with ONthe previously ~~FORM~~announced ~~8-K~~Business ISCombination, ~~NOT~~PubCo Ahas ~~SUBSTITUTE~~filed ~~FOR~~with ~~THE~~the ~~REGISTRATION STATEMENT~~SEC a registration statement on Form F-4, ~~THE~~which ~~DEFINITIVE~~includes ~~PROXY~~a ~~STATEMENT~~preliminary prospectus/~~PROSPECTUS~~proxy ORstatement ~~ANY~~and ~~OTHER~~will ~~DOCUMENT~~include ~~THAT~~a ~~THE~~definitive ~~COMPANY~~prospectus/proxy ~~WILL~~statement ~~SEND~~and TOother ~~ITS~~relevant ~~SHAREHOLDERS~~documents, INto ~~CONNECTION~~be distributed to ~~WITH~~the ~~THE~~Company’s ~~BUSINESS~~shareholders ~~COMBINATION~~in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination and other matters as described in the registration statement, as well as the prospectus relating to the offer and sale of the securities of PubCo to be issued in connection with the Business Combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus will be mailed to the Company’s shareholders as of a record date to be established for voting on the Business Combination. The Company’s shareholders will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Cohen Circle Acquisition Corp. I, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.1

1THIS CURRENT REPORT ON FORM 8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER DOCUMENT THAT THE COMPANY WILL SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE BUSINESS COMBINATION.

~~Participants~~INVESTORS inAND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents and other documents filed with the ~~Solicitation~~SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus will be mailed to the Company’s shareholders as of a record date to be established for voting on the Business Combination. The Company’s shareholders will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Cohen Circle Acquisition Corp. I, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.

~~The~~Participants Company, the Kyivstar Group, the Seller, and VEON Ltd. (“VEON”), and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the ~~solicitation of proxies of the Company’s shareholders in connection with the Business Combination. Investors and security~~ holders may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers of the Company, the Kyivstar Group and VEON in the registration statement on Form F-4 filed with the SEC by PubCo, which include the proxy statement of the Company for the Business Combination. Information about the Company’s directors and executive officers is also available in the Company’s filings with the SEC.Solicitation

~~Forward~~The Company, the Kyivstar Group, the Seller, and VEON Ltd. (“VEON”), and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers of the Company, the Kyivstar Group and VEON in the registration statement on Form F-~~Looking~~4 ~~Statements~~filed with the SEC by PubCo, which include the proxy statement of the Company for the Business Combination. Information about the Company’s directors and executive officers is also available in the Company’s filings with the SEC.

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-~~looking~~Looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination among the Company, PubCo and Kyivstar, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company.Statements

~~These~~Certain statements ~~are predictions, projections and other statements~~made ~~about~~herein ~~future events that~~ are ~~based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. All statements contained in this Current Report on Form 8-K that do~~ not ~~relate to matters of~~ historical ~~fact~~facts ~~should~~but may be considered “forward-looking ~~statements,~~ ~~including, without limitation,~~ statements” ~~relating~~within ~~to, among other things,~~ the ~~Business~~meaning ~~Combination,~~of ~~the~~Section ~~expected~~27A ~~timing~~ of ~~closing~~ of the Securities ~~Business Combination~~Act, ~~the~~Section ~~expected~~21E ~~impact~~ of the ~~Business~~Exchange ~~Combination,~~Act ~~including~~and ~~PubCo being~~ the ~~first~~“safe ~~U.S.-listed~~harbor” ~~pure play~~provisions ~~Ukrainian~~under ~~investment opportunity, potential investor interest and~~ the ~~percentage~~Private ofSecurities ~~VEON’s~~Litigation ~~ownership interest in the equity~~Reform ofAct ~~PubCo following the closing~~ of ~~the Business Combination~~1995. ~~These~~Forward-looking statements generally are ~~based~~accompanied ~~VEON,~~by ~~the~~words ~~Company~~such ~~and~~as ~~Kyivstar~~“believe,” on“may,” ~~management’s~~“will,” ~~current expectations. These statements are neither promises nor guarantees~~“estimate,” ~~but involve known and unknown risks~~“continue,” ~~uncertainties and other important factors that may cause Kyivstar’s~~“anticipate,” ~~PubCo’s~~“intend,” ~~VEON’s or the Company’s actual results~~“expect,” ~~performance or achievements~~“should,” to“would,” ~~be materially different from any future results~~“plan,” ~~performance or achievements expressed or implied by the forward-looking statements in this Current Report on Form 8-K~~“predict,” ~~including~~“potential,” ~~but not limited to~~“seem,” ~~the occurrence of any event~~“seek,” ~~change or other circumstances that could~~“future,” ~~give~~“outlook” ~~rise to the termination of the Business Combination (including as a result of a termination of the Business Combination Agreement and/~~or ~~any related agreements between~~ the ~~relevant~~negatives ~~parties); the outcome~~ of ~~any~~these ~~legal~~terms ~~proceedings that may be instituted against the Company, Kyivstar~~ or ~~VEON,~~variations ~~any~~ of ~~its~~them ~~subsidiaries~~ or ~~others~~similar ~~following~~terminology ~~the announcement of the Business Combination; the inability to complete the Business Combination due to the failure to obtain the necessary shareholder approvals~~ or toexpressions ~~satisfy other conditions to closing; changes to the proposed structure of the Business Combination or the business combination contemplated thereunder~~ that ~~may~~predict ~~be required~~ or ~~appropriate~~indicate asfuture aevents ~~result~~or oftrends ~~applicable laws~~ or regulations; the decision by the SEC to deem effective the Registration Statement; the ability to meet the Nasdaq listing standards upon closing of the Business Combination and admission of PubCo for trading on the Nasdaq; the risk that ~~the~~ ~~Business~~are ~~Combination~~not ~~disrupts~~statements ~~current plans and operations~~ of ~~VEON~~historical asmatters. aThese ~~result~~forward-looking ofstatements ~~the~~include, ~~announcement~~but ~~and~~are ~~consummation~~not ~~of the Business~~limited ~~Combination; the ability~~ to, ~~recognize~~statements ~~the~~regarding ~~anticipated~~future ~~benefits~~events, of the Business Combination, ~~which may be affected by,~~ among ~~other~~the ~~things~~Company, ~~competition,~~ ~~the ability of~~ PubCo toand ~~grow~~Kyivstar, ~~retain its management and key employees; costs related to~~ the ~~Business~~estimated ~~Combination; changes in applicable laws~~ or ~~regulations;~~anticipated ~~the~~future results ~~escalation~~and orbenefits ~~de-escalation~~ of ~~war between Russia and Ukraine and other risks and uncertainties set forth in~~ the ~~sections~~combined ~~entitled~~company ~~"Risk~~following ~~Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in~~ the ~~registration~~Business ~~statement on Form F-4 filed with the SEC by PubCo on June 5~~Combination, ~~2025.~~including ~~Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON, Kyivstar and~~ the ~~Company~~likelihood ~~cannot predict with accuracy~~ and ~~some of~~ability ~~which neither VEON, the Company nor Kyivstar might even anticipate. The forward-looking statements contained in this Current Report on Form 8-K speak only as~~ of the ~~date~~parties ~~of this filing. VEON and Kyivstar do not undertake~~ to ~~publicly update any forward-looking statement~~ tosuccessfully ~~reflect~~consummate ~~events or circumstances after such date or to reflect~~ the ~~occurrence~~Business ~~of unanticipated events~~Combination, ~~except~~future asopportunities ~~required~~for bythe ~~U.S.~~combined ~~federal securities laws~~company.

2These statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements relating to, among other things, the Business Combination, the expected timing of closing of the Business Combination, the expected impact of the Business Combination, including PubCo being the first U.S.-listed pure play Ukrainian investment opportunity, potential investor interest and the percentage of VEON’s ownership interest in the equity of PubCo following the closing of the Business Combination. These statements are based VEON, the Company and Kyivstar on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Kyivstar’s, PubCo’s, VEON’s or the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements in this Current Report on Form 8-K, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination (including as a result of a termination of the Business Combination Agreement and/or any related agreements between the relevant parties); the outcome of any legal proceedings that may be instituted against the Company, Kyivstar or VEON, any of its subsidiaries or others following the announcement of the Business Combination; the inability to complete the Business Combination due to the failure to obtain the necessary shareholder approvals or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination or the business combination contemplated thereunder that may be required or appropriate as a result of applicable laws or regulations; the decision by the SEC to deem effective the Registration Statement; the ability to meet the Nasdaq listing standards upon closing of the Business Combination and admission of PubCo for trading on the Nasdaq; the risk that the Business Combination disrupts current plans and operations of VEON as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of PubCo to grow, retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the escalation or de-escalation of war between Russia and Ukraine and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the registration statement on Form F-4 filed with the SEC by PubCo on June 5, 2025. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON, Kyivstar and the Company cannot predict with accuracy and some of which neither VEON, the Company nor Kyivstar might even anticipate. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this filing. VEON and Kyivstar do not undertake to publicly update any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, except as required by U.S. federal securities laws.

No assurances can be made that the parties will successfully close the Business Combination, or close the Business Combination on the timeframe currently contemplated. The Business Combination is subject to the approval of the Company’s shareholders, the approval of the Registration Statement by the SEC, as well as other regulatory approvals and customary conditions to closing.2

No ~~Offer~~assurances can be made that the parties will successfully close the Business Combination, or ~~Solicitation~~close the Business Combination on the timeframe currently contemplated. The Business Combination is subject to the approval of the Company’s shareholders, the approval of the Registration Statement by the SEC, as well as other regulatory approvals and customary conditions to closing.

~~This~~No ~~Current~~Offer ~~Report on Form 8-K shall not constitute a solicitation of a proxy, consent~~ or authorization with respect to any securities in respect of the Business Combination. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.Solicitation

~~Item~~This 9Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities in respect of the Business Combination.~~01.~~ ~~Financial~~This ~~Statements~~Current Report on Form 8-K is for informational purposes only and ~~Exhibits~~is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

~~The~~(d) ~~following exhibits are being filed herewith~~Exhibits:

Exhibit No.		Description
Exhibit		Description
99.1		Investor Presentation, dated June 2025.
2.1		Amendment No. 1 to the Business Combination Agreement, dated as of June 24, 2025, by and among Cohen Circle Acquisition Corp. I, Kyivstar Group Ltd., VEON Amsterdam B.V., VEON Holdings B.V., and Varna Merger Sub Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cohen Circle Acquisition Corp. I
Date: June 5, 2025	By:	/s/ Betsy Z. Cohen
Date: June 27, 2025	By:	/s/ Betsy Z. Cohen
	Name:	Betsy Z. Cohen
	Title:	President and Chief Executive Officer

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