Material Event (Form 8-K)

Item 8.01 Other Events.

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 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 ("Merger Sub," and, 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").

On August 8, 2025, the Company determined that, as of the redemption deadline prior to its extraordinary general meeting of its shareholders scheduled for August 12, 2025, the holders of 5,847,015 shares of the Company's Class A ordinary shares, par value $0.0001 per share, representing 25.4% of the Company's Class A ordinary shares held by the Company's public shareholders, had properly exercised their right to redeem those shares for cash. All 7,666,667 Company public warrants, which are not subject to redemption rights by the holders thereof, remain outstanding. Subject to approval of the Business Combination by the extraordinary general meeting, the Company expects approximately $178 million to remain in its Trust Account at the closing of the Business Combination, expected to occur on or about August 14, 2025, subject to the satisfaction of customary closing conditions.

Important Information About the Business Combination and Where to Find It

In connection with the previously announced Business Combination, PubCo has filed with the SEC a registration statement on Form F-4, which includes a definitive prospectus/proxy statement and other relevant documents, and has been 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 of the securities of PubCo to be issued in connection with the Business Combination.

THIS 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 HAS SENTTO ITS SHAREHOLDERS 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 are 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 has been mailed to the Company's shareholders as of a record date to be established for voting on the Business Combination. The Company's shareholders are also able to obtain copies of the proxy statement/prospectus without charge 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.

Participants in the Solicitation

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-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.