Kyivstar Group Ltd美股招股说明书(2025-12-18版)

6,768,098 COMMON SHARES7,666,629 COMMON SHARES UNDERLYING WARRANTS__________________________________________ This prospectus relates to the offer and sale, from time to time, by the selling shareholders named herein or theirpledgees, donees, transferees, or other successors in interest (collectively, the “Selling Securityholders”), of upto 6,768,098 common shares (the “Common Shares”), par value $0.01 per share, of Kyivstar Group Ltd.(together with its subsidiaries, “Kyivstar,” the “Company,” “we,” “us” or “our”) issued to the SellingSecurityholders, as described below. This prospectus also relates to the issuance, from time to time, by theCompany of up to 7,666,629 Common Shares that are issuable upon exercise of our outstanding public warrantsto purchase one Common Share at an exercise price of $11.50 per share (the “Warrants”). On August14, 2025, we consummated the transactions (the “Transactions”) contemplated by that certainBusiness Combination Agreement, dated as of March18, 2025 (as amended, the “Business CombinationAgreement”), by and among Kyivstar Group Ltd., Cohen Circle Acquisition Corp.I (“Cohen Circle”), VEONAmsterdam B.V. (the “Seller”), VEON Holdings B.V. (“VEON Holdings”) and Varna Merger Sub Corp.(“Merger Sub”). As contemplated by the Business Combination Agreement, the Seller sold to Kyivstar GroupLtd. all of the issued and outstanding equity of VEON Holdings in exchange for newly issued Kyivstar GroupLtd. Common Shares and the Seller Loan Note (the “Sale”), whereby VEON Holdings became a direct, whollyowned subsidiary of Kyivstar Group Ltd., and Merger Sub was merged with and into Cohen Circle upon theterms and subject to the conditions set forth in the Business Combination Agreement and the Plan of Mergerand in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Merger”), with CohenCircle continuing as the surviving company of the Merger and a direct, wholly owned subsidiary of KyivstarGroup Ltd. The securities covered by this prospectus include (i)6,010,353 Common Shares issued to the Sponsors (asdefined herein) in connection with the Merger, and (ii)757,745 Common Shares issued pursuant to the terms ofthe Non-Redemption Agreement (as defined herein) to certain investors holding Cohen Circle ClassA ordinaryshares prior to the consummation of the Business Combination in consideration of their agreement not toredeem such Cohen Circle ClassA ordinary shares. In addition, this prospectus relates to the offer and sale of upto 7,666,629 Common Shares issuable by us upon exercise of 7,666,629 outstanding Kyivstar warrants. This prospectus also covers any additional securities that may become issuable by reason of share splits, sharedividends or similar transactions. We are registering the resale or issuance of the securities covered by thisprospectus pursuant to the registration rights that we have granted to certain of our shareholders in connectionwith the Transactions and pursuant to the requirements of the Kyivstar Warrant Agreement (as defined herein). The Selling Securityholders may offer all or part of the securities for resale from time to time through public orprivate transactions, at either prevailing market prices or at privately negotiated prices. These securities arebeing registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at pricesand on terms determined at the time of offering. The Selling Securityholders may sell these securities throughordinary brokerage transactions, directly to market makers of our shares or through any other means describedin the section entitled “Plan of Distribution” herein. In connection with any sales of securities offeredhereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such salesmay be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the“Securities Act”). Table of Contents We will not receive any proceeds from the sale of any securities by the Selling Securityholders. However, wewill receive up to an aggregate of $88,166,233.50 from the exercise of Warrants at an exercise price of $11.50per Common Share, assuming the exercise in full for cash of all 7,666,629 of our outstanding Warrantsexercisable for the 7,666,629 Common Shares issuable hereunder. The holders of the Warrants are not obligatedto exercise any or all of their Warrants, and there is no assurance that they will elect to do so. We will receivethe proceeds from any cash exercise of the Warrants, but not from the sale of the underlying Common Shares. Ifthe price of our Common Shares is below $11.50 (the exercise price of our Warrants), holders of our Warrantswill be unlikely to exercise their Warrants, resulting in little to no cash proceeds to us. We expect to use the netproceeds from the exercise of the Warrants, if any, for general corporate purposes. See “Use of Proceeds.” Wewill pay certain expenses associated with the