UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR ~~Section~~ 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): April 2, 2025~~1934

~~COHEN~~Date ~~CIRCLE~~of ~~ACQUISITION~~Report ~~CORP.~~(Date Iof earliest event reported): June 5, 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 or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

~~Registrant’s telephone number, including area code:~~ (215) 701-9555

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~ below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☒ ~~the~~Written ~~appropriate~~communication ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation to~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

☒ Written communications 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-~~commencement~~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. ☐

~~Securities~~Item ~~registered~~7.01. ~~pursuant~~Regulation toFD ~~Section 12(b) of the Act:~~Disclosure.

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	CCIRW	The Nasdaq Stock Market LLC

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 (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”).

~~Item~~Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01. by ~~Entry~~reference ~~into~~is aan ~~Material~~updated ~~Definitive~~investor ~~Agreement~~presentation that SPAC and PubCo have prepared for use in connection with the Business Combination.

OnThe ~~April~~information 2,in ~~2025,~~this ~~Cohen~~Item ~~Circle Acquisition Corp~~7. ~~I (“we~~01,” ~~“us”~~including orExhibit ~~the~~99.1, ~~“Company”)~~is ~~issued~~furnished and awill ~~promissory~~not ~~note~~be ~~(the~~deemed “~~Promissory Note~~filed”) tofor ~~Cohen Circle~~purposes ~~Sponsor~~of I,Section ~~LLC~~18 ~~(the “Lender”), one~~ of the ~~Company’s~~Securities ~~sponsors.~~Exchange ~~Pursuant~~Act toof ~~the~~1934, ~~Promissory~~as ~~Note,~~amended (the ~~Lender agreed~~“Exchange toAct”), ~~loan~~or usotherwise upsubject to anliabilities ~~aggregate~~under ~~principal~~that ~~amount of $2~~section,~~000,000.~~ ~~The Promissory Note is non-interest bearing~~ and ~~all~~will ~~outstanding~~not ~~amounts under~~be ~~the~~deemed ~~Promissory~~to ~~Note will~~ be ~~due~~incorporated onby ~~the~~reference ~~date~~into ~~on which we consummate a business combination (~~the ~~“Maturity Date”). If~~filings ~~we do not consummate a business combination, we may use a portion~~ of ~~any funds held outside~~ the ~~trust~~Company ~~account~~under ~~into which we have placed~~ the ~~proceeds~~Securities ofAct ~~our~~or ~~initial public offering (~~the ~~“IPO”)~~Exchange ~~to repay the Promissory Note; however~~Act, noregardless ~~proceeds~~of ~~from~~any ~~the~~general ~~trust account~~incorporation ~~may~~language bein ~~used for~~ such ~~repayment~~filings. IfThis ~~such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven.~~Current NoReport ~~portion~~on ofForm ~~the~~8-K ~~amounts~~will ~~outstanding~~not ~~under the Promissory Note may~~ be ~~converted~~deemed ~~into~~an ~~units,~~admission ~~which would have been permissible~~ as ~~described in~~to the ~~prospectus~~materiality ~~filed~~of inany ~~connection~~information ~~with~~in ~~the~~this ~~IPO.~~Item ~~On April 2~~7.01, ~~2025,~~including weExhibit ~~borrowed $150,000 under the Promissory Note~~99.1.

~~Item~~Important ~~2.03.~~Information ~~Creation~~About ofthe aBusiness ~~Direct~~Combination ~~Financial~~and ~~Obligation~~Where orto Find anIt ~~Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~See~~In ~~the~~connection ~~information~~with ~~set~~the ~~forth~~previously inannounced ~~Item~~Business ~~1.01~~Combination, ofPubCo ~~this~~has ~~Current~~filed ~~Report~~with the SEC a registration statement on Form 8F-K4, which isincludes ~~incorporated~~a ~~herein~~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 ~~reference~~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.

~~Important~~THIS ~~Information~~CURRENT ~~About~~REPORT ~~the~~ON ~~Business~~FORM ~~Combination~~8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION ~~and~~STATEMENT, ~~Where~~THE toDEFINITIVE ~~Find~~PROXY ItSTATEMENT/PROSPECTUS OR ANY OTHER DOCUMENT THAT THE COMPANY WILL SEND TO ITS SHAREHOLDERS IN CONNECTION WITH THE BUSINESS COMBINATION.

AsINVESTORS ~~previously~~AND ~~announced,~~SECURITY onHOLDERS ~~March~~ARE ~~18,~~ADVISED ~~2025,~~TO ~~the Company~~READ ~~entered~~THE ~~into a business combination agreement (the “Business Combination Agreement”) by and among (1) the Company,~~REGISTRATION ~~(2) VEON Amsterdam B.V.~~STATEMENT, aPROXY ~~private~~STATEMENT/PROSPECTUS ~~company~~AND ~~with~~ANY ~~limited~~OTHER ~~liability~~RELEVANT ~~(besloten~~DOCUMENTS ~~vennootschap~~FILED ~~met~~WITH ~~beperkte~~THE ~~aansprakelijkheid)~~SEC ~~incorporated under~~CAREFULLY ~~Dutch~~AND ~~law~~IN ~~and~~THEIR ~~registered~~ENTIRETY ~~with~~BECAUSE ~~the~~THEY CONTAIN ~~Dutch~~IMPORTANT ~~Chamber~~INFORMATION ofABOUT ~~Commerce~~THE ~~(Kamer~~BUSINESS ~~van~~COMBINATION ~~Koophandel)~~AND ~~under~~THE ~~number~~PARTIES ~~34378904~~TO ~~(the~~THE ~~“Seller”), (3)~~BUSINESS ~~VEON Holdings B~~COMBINATION.~~V.,~~ aInvestors ~~private~~and ~~company~~security ~~with~~holders will ~~limited~~be ~~liability~~able ~~(besloten~~to ~~vennootschap~~obtain ~~met~~copies ~~beperkte~~of ~~aansprakelijkheid)~~these ~~incorporated under~~documents ~~Dutch~~and ~~law~~other ~~and~~documents ~~registered~~filed with the ~~Dutch~~SEC ~~Chamber~~free of ~~Commerce~~charge ~~(Kamer~~at ~~van~~www.sec.gov. ~~Koophandel)~~The ~~under number 34345993 (“VEON Holdings”),~~definitive ~~(4)~~proxy ~~Kyivstar~~statement/final ~~Group~~prospectus ~~Ltd.,~~will anbe ~~exempted~~mailed ~~company~~to ~~with~~the ~~limited~~Company’s ~~liability,~~shareholders ~~incorporated~~as ~~and existing under the laws~~ of ~~Bermuda~~a ~~with~~record ~~registration number~~date ~~202504557,~~to ~~with~~be ~~its~~established ~~registered~~for ~~office~~voting aton the ~~Victoria~~Business ~~Place,~~Combination. 31The ~~Victoria~~Company’s ~~Street,~~shareholders ~~Hamilton,~~will ~~HM10,~~also ~~Bermuda,~~be ~~and~~able ~~its~~to ~~principal~~obtain ~~business address~~copies atof ~~Index~~the ~~Tower~~proxy ~~(East~~statement/prospectus ~~Tower)~~without charge, ~~Unit~~once ~~1703~~available, ~~DIFC~~at ~~(Dubai~~the ~~International~~SEC’s ~~Financial~~website ~~Center),~~at ~~United Arab Emirates (“PubCo”), and (5) Varna Merger Sub Corp~~www.sec.gov, anor ~~exempted~~by ~~company~~directing ~~incorporated~~a ~~with~~request ~~limited~~to: ~~liability~~Cohen inCircle ~~the~~Acquisition ~~Cayman~~Corp. ~~Islands~~I, ~~with registration number~~2929 ~~419635~~Arch ~~(together with VEON Holdings and PubCo~~Street, ~~the~~Suite ~~“Kyivstar Group” and separately~~1703, ~~a “Kyivstar Group Company”)~~Philadelphia, ~~(together~~ ~~with~~Pennsylvania ~~the other transactions contemplated by the Business Combination Agreement, the “Business Combination”)~~19104.

In connection with the previously announced Business Combination, PubCo intends to file with the SEC a registration statement on Form F-4, which will include a preliminary prospectus/proxy statement and other relevant documents, which will 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 may be 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.1

~~THIS~~Participants ~~CURRENT~~in ~~REPORT~~the 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.Solicitation

~~INVESTORS~~The ~~AND~~Company, ~~SECURITY~~the ~~HOLDERS~~Kyivstar ~~ARE~~Group, ~~ADVISED~~the ~~TO READ~~Seller, ~~WHEN~~and ~~AVAILABLE~~VEON Ltd. (“VEON”), and ~~THE~~their ~~REGISTRATION~~respective ~~STATEMENT~~directors, ~~PROXY~~executive ~~STATEMENT/PROSPECTUS~~officers, ~~AND~~other ~~ANY~~members ~~OTHER~~of ~~RELEVANT~~management, ~~DOCUMENTS~~and ~~FILED~~employees, ~~WITH~~under ~~THE~~ SEC ~~CAREFULLY AND~~rules, INmay ~~THEIR~~be ~~ENTIRETY~~deemed IFparticipants in ~~AND~~the ~~WHEN~~solicitation ~~THEY~~of ~~BECOME~~proxies ~~AVAILABLE~~of ~~BECAUSE~~the ~~THEY~~Company’s ~~WILL~~shareholders ~~CONTAIN~~in ~~IMPORTANT~~connection ~~INFORMATION~~with ~~ABOUT~~the ~~THE~~Business ~~BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION~~Combination. Investors and security holders ~~will~~may ~~be able to~~ obtain ~~copies~~more ofdetailed ~~these~~information ~~documents~~regarding ~~(if~~the ~~and~~names ~~when available)~~ and ~~other~~interests ~~documents~~in ~~filed with~~ the ~~SEC~~Business ~~free~~Combination of ~~charge~~the atdirectors ~~www.sec.gov.~~and ~~The definitive proxy statement/final prospectus (when~~officers ~~available)~~of ~~will be mailed to~~ the Company’s, ~~shareholders~~the asKyivstar ofGroup aand ~~record~~VEON ~~date~~in tothe beregistration ~~established~~statement ~~for voting~~ on ~~the~~Form ~~Business~~F-4 ~~Combination. The~~filed ~~Company’s~~with ~~shareholders~~the ~~will~~SEC ~~also~~by bePubCo, ~~able~~which toinclude ~~obtain copies of~~ the proxy statement~~/prospectus~~ ~~without~~of ~~charge,~~the ~~once~~Company ~~available, at~~for the ~~SEC’s~~Business ~~website at www~~Combination.~~sec.gov,~~ orInformation byabout ~~directing~~the aCompany’s ~~request~~directors ~~to:~~and ~~Cohen~~executive ~~Circle~~officers ~~Acquisition~~is ~~Corp.~~also available I,in ~~2929~~the ~~Arch~~Company’s ~~Street,~~filings ~~Suite~~with ~~1703, Philadelphia,~~the ~~Pennsylvania 19104~~SEC.

1Forward-Looking Statements

~~Participants~~Certain instatements made herein are not historical facts but may be considered “forward-looking statements” within the ~~Solicitation~~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 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.

~~The~~These ~~Company~~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 ~~Kyivstar~~Business ~~Group~~Combination, the ~~Seller~~expected timing of closing of the Business Combination, ~~and~~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 ~~Ltd~~ownership interest in the equity of PubCo following the closing of the Business Combination. (“These statements are based VEON”), the Company and ~~their~~Kyivstar ~~respective~~on ~~directors~~management’s current expectations. These statements are neither promises nor guarantees, ~~executive~~but ~~officers~~involve known and unknown risks, uncertainties and other important ~~members~~factors ofthat ~~management~~may cause Kyivstar’s, ~~and~~PubCo’s, ~~employees~~VEON’s or the Company’s actual results, ~~under~~performance or achievements ~~SEC~~to ~~rules~~be materially different from any future results, ~~may~~performance beor ~~deemed~~achievements ~~participants~~expressed or implied by the forward-looking statements in this Current Report on Form 8-K, including, but not limited to, the ~~solicitation~~occurrence of ~~proxies~~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’s, Kyivstar ~~shareholders~~or inVEON, ~~connection~~any ~~with~~of its subsidiaries or others following the announcement of the Business Combination; the inability to complete the Business Combination. ~~Investors~~due ~~and~~to ~~security~~the ~~holders~~failure ~~may~~to obtain ~~more~~the ~~detailed~~necessary ~~information~~shareholder ~~regarding~~approvals or to satisfy other conditions to closing; changes to the ~~names~~proposed ~~and~~structure ~~interests~~of inthe 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 ~~directors~~announcement and ~~officers~~consummation of the ~~Company~~Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ~~Kyivstar~~ability ~~Group~~of PubCo to grow, retain its management and ~~VEON~~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 ~~to be~~ filed with the SEC by PubCo on June 5, 2025. Forward-looking statements are inherently subject to risks and uncertainties, many of which ~~will~~VEON, ~~include~~Kyivstar and the ~~proxy~~Company ~~statement~~cannot predict with accuracy and some of which neither VEON, the Company ~~for~~nor ~~the~~Kyivstar ~~Business~~might ~~Combination~~even anticipate. ~~Information~~The ~~about~~forward-looking ~~the~~statements ~~Company’s~~contained in this Current Report ~~directors~~on Form 8-K speak only as of the date of this filing. VEON and ~~executive~~Kyivstar ~~officers~~do isnot ~~also~~undertake ~~available~~to inpublicly ~~the~~update ~~Company’s~~any ~~filings~~forward-looking ~~with~~statement to reflect events or circumstances after such date or to reflect the ~~SEC~~occurrence of unanticipated events, except as required by U.S. federal securities laws.

~~Forward-Looking Statements~~2

~~Certain~~No ~~statements~~assurances ~~made~~can ~~herein are not historical facts but may~~ be ~~considered~~made ~~“forward-looking~~that ~~statements” within~~ the ~~meaning~~parties ofwill ~~Section~~successfully ~~27A of~~ close the ~~Securities~~Business ~~Act~~Combination, ~~Section 21E~~or ofclose the ~~Exchange~~Business ~~Act~~Combination ~~and~~on the ~~“safe~~timeframe ~~harbor”~~currently ~~provisions under the Private Securities Litigation Reform Act of 1995~~contemplated. ~~Forward-looking statements~~The ~~generally~~Business ~~are~~Combination ~~accompanied~~is ~~by words such as “believe,” “may,” “will,” “estimate,”~~subject ~~“continue,”~~to ~~“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or~~ the ~~negatives~~approval 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,’s ~~PubCo and Kyivstar~~shareholders, the ~~estimated~~approval ~~or anticipated future results and benefits~~ of the ~~combined~~Registration ~~company~~Statement ~~following~~by the ~~Business Combination~~SEC, as ~~including~~well ~~the~~as ~~likelihood~~other ~~and~~regulatory ~~ability~~approvals ofand ~~the~~customary ~~parties~~conditions to ~~successfully consummate the Business Combination, future opportunities for the combined company~~closing.

~~These~~No ~~statements~~Offer 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 on VEON, the Company and Kyivstar 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~~Solicitation 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 expected to be set forth in the Registration Statement to be filed by PubCo with the SEC. 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.

2This Current 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.

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 filing of the Registration Statement with and subsequent approval by the SEC, as well as other regulatory approvals and customary conditions to closing.

No Offer or Solicitation

This Current 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note dated April 2, 2025 made by Cohen Circle Acquisition Corp. I to the order of Cohen Circle Sponsor I, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Investor Presentation, dated June 2025.
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.

Dated: April 2, 2025	COHEN CIRCLE ACQUISITION CORP. I
	Cohen Circle Acquisition Corp. I
	By:	/s/ R. Maxwell Smeal
Date: June 5, 2025	By:	/s/ Betsy Z. Cohen
	Name:	RBetsy Z. ~~Maxwell Smeal~~Cohen
	Title:	~~Chief~~President ~~Financial~~and ~~Officer~~Chief ~~and~~Executive ~~Secretary~~Officer

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