基辅星集团有限公司美股招股说明书(2025-11-24版)

UP TO 7,666,667 COMMON SHARES UNDERLYING WARRANTS This prospectus supplement updates, amends and supplements the prospectus dated July 22, 2025 (the “Prospectus”) which forms apart of our Registration Statement on Form F-4 (Registration Statement No. 333-287802). This prospectus supplement is being filed toupdate, amend and supplement the information previously included in the Prospectus with the information attached to this prospectus This prospectus supplement updates, amends and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in Our common shares are trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “KYIV.” On November 21, 2025, thelast reported sale price of our common shares was $12.93 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22 of the Prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 24, 2025. Unaudited interim condensed consolidated financial statements Kyivstar Group Ltd. As of and for the nine and three-month period ended September30, 2025 TABLE OF CONTENTS INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the nine and three-month periods ended September 30: for the nine-month period ended September 30: Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period endedSeptember30, 2025 Notes to the interim condensed consolidated financial statements (in millions of U.S. dollars unless otherwise stated) GENERAL INFORMATION ABOUT THE COMPANY 1GENERAL INFORMATION Kyivstar Group Ltd. (the “Company” and collectively with its subsidiaries “Kyivstar Group”), an exempted company limited byshares, was incorporated under the laws of Bermuda with registration number 202504557, in Bermuda on March 7, 2025. Theregistered office of the Company is Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda. The principal place of business is The Company was formed for the purpose of becoming the ultimate parent company following the transactions contemplated in thebusiness combination agreement, dated March 18, 2025 (the “Business Combination Agreement” or the “BCA”), by and among theCompany, Cohen Circle Acquisition Corp. I (“CC” or “Cohen Circle”), a special purpose acquisition company (“SPAC”), VEON On August 14, 2025, the Company and Cohen Circle consummated the Business Combination Agreement, as further explained below,pursuant to which (i) VEON Holdings Amsterdam B.V.’s shareholder contributed their shares in VEON Holdings B.V. to the Companyin exchange of the Company’s shares at a pre-determined exchange ratio, becoming the Company’s controlling shareholder (the“Capital Reorganization”) and (ii) Cohen Circle’s shareholders contributed the net assets of Cohen Circle, which primarily consisted ofcash and marketable securities held in trust and certain public warrant liabilities in exchange of the Company’s shares via a merger Kyivstar Group’s operations include the operations of the following entities (i) VEON Holdings B.V. (“VEON Holdings”) and (ii) JSCKyivstar and its subsidiaries (“Kyivstar”). In April 2025, VEON Ltd. undertook a pre-transactionreorganization of VEON Holdings (the “Reorganization”). This Reorganizationwas consummated through a Dutch legal demerger, as a result of which VEON Holdings, which remains domiciled in the Netherlands,holds only Kyivstar and its subsidiaries and certain other select assets and liabilities. The Reorganization was completed on April8, VEON Holdings was established as a private company with limited liability under the laws of the Netherlands on June29, 2009. Theregistered office and principal place of business of VEON Holdings B.V. is located at Claude Debussylaan88, 1082 MD Amsterdam, The main operating company in Kyivstar Group is JSC Kyivstar (“Kyivstar”). JSC Kyivstar was established and registered onSeptember 3, 1997 under the laws of Ukraine. JSC Kyivstar’s registered legal address is at 53 Degtyarivska St. Kyiv 03113 Ukraine.JSC Kyivstar’s head office is located at the registered legal address and the principal place of JSC Kyivstar’s business is its registered JSC Kyivstar provides mobile connectivity services on 2G, 3G and 4G/LTE networks. Kyivstar also offers voice and data services onfixed networks, including