Kyivstar Group Ltd美股招股说明书(2026-01-29版)

PROSPECTUS SUPPLEMENT NO. 1(to Prospectus dated December 18, 2025) 6,768,098 COMMON SHARES7,666,629 COMMON SHARES UNDERLYING WARRANTS This Prospectus Supplement No. 1 (this “Supplement”) updates, amends and supplements the prospectus dated December 18, 2025(the “Prospectus”) which forms a part of our Registration Statement on Form F-1 (File No. 333-290082) (as amended, the“Registration Statement”), related to the offer and resale from time to time by the Selling Securityholders of up to 6,768,098 CommonShares and up to 7,666,629 Common Shares that are issuable upon exercise of our outstanding public warrants to purchase oneCommon Share at an exercise price of $11.50 per share. Capitalized terms used in this Supplement and not otherwise defined hereinhave the respective meanings ascribed to them in the Prospectus. This Supplement is being filed to update, amend and supplement the information previously included in the Prospectus with theinformation contained in our Report on Form 6-K which was submitted to the U.S. Securities and Exchange Commission (the “SEC”)on January 28, 2026 and is included immediately following the cover page of this Supplement. This Supplement is not completewithout, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplementsthereto. This Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this Supplement, you should rely on the information in this Supplement. We may further amend or supplement theProspectus and information in this Supplement from time to time by filing amendments to the Registration Statement or othersupplements to the Prospectus, as required. Our Common Shares are listed on the Nasdaq Global Select Market under the symbol “KYIV.” On January 28, 2026, the last reportedsale price of our common shares was $12.01 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 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 Supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this Supplement is January 29, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_________________FORM 6-K_________________ REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of January 2026 Commission File Number: 001-42804 EXPLANATORY NOTE On January 28, 2026, Kyivstar Group Ltd. (the “Company”) filed a registration statement on Form F-1 (File No. 333-292996)(the “F-1 Registration Statement”) with the Securities and Exchange Commission (“SEC”) in connection with a proposed publicoffering of common shares of the Company (the “Offering”) by VEON Amsterdam B.V., the principal shareholder of the Company,and certain other selling shareholders (collectively, the “Selling Shareholders”). The Selling Shareholders are offering a total of 12,500,000 common shares. The Company is not selling any common shares inthe Offering. In connection with the Offering, the Selling Shareholders have granted the underwriters a 30-day option to purchase upto an additional 1,875,000 common shares at the public offering price, less underwriting discounts and commissions. In connection with the proposed Offering of common shares, the Company provided certain information to prospective investorsin the F-1 Registration Statement. Certain excerpts from the F-1 Registration Statement are attached hereto as Exhibit 99.1. The F-1Registration Statement disclosed certain information that supplements or updates certain prior disclosures of the Company, includingpreliminary estimates of selected unaudited financial information for the year ended December 31, 2025 compared to our actualfinancial results for the year ended December 31, 2024. EXHIBIT INDEX SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. Date: January 28, 2026 Preliminary Results for the Year Ended December31, 2025 Set forth below are preliminary estimates of selected unaudited financial information for the year ended December31, 2025 comparedto our actual financial results for the year ended December31, 2024. Ranges have been provided, rather than specific amounts, for thepreliminary estimates of the financial information described above because our unaudited consolidated financial statements for theyear ended December31, 2025 are not yet available and our financial closing procedures for the year ended December31, 2025 aren