PART I – FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements of Cohen Circle Acquisition Corp. I, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's business, accounting policies, and significant transactions [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section details the company's financial position, showing changes in assets, liabilities, and shareholders' deficit over time - Marketable securities held in the Trust Account increased by approximately **$4.9 million** from December 31, 2024, to June 30, 2025[11](index=11&type=chunk) - Total liabilities increased significantly from **$9.96 million** to **$12.39 million**, driven by accrued expenses and a new promissory note[11](index=11&type=chunk) - The company's shareholders' deficit deepened from **$(8.91) million** to **$(12.11) million** over the six-month period[11](index=11&type=chunk) Condensed Balance Sheet Data | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :------------------------ | :------------------ | | Cash | $33,784 | $699,511 | | Prepaid expenses | $203,407 | $256,058 | | Total current assets | $237,191 | $955,569 | | Long-term prepaid insurance | $35,701 | $101,951 | | Marketable securities held in Trust Account | $238,271,514 | $233,369,247 | | **TOTAL ASSETS** | **$238,544,406** | **$234,426,767** | | Accrued offering costs | $82,462 | $82,462 | | Accrued expenses | $1,979,207 | $81,878 | | Promissory note - related party | $525,000 | — | | Total current liabilities | $2,586,669 | $164,340 | | Deferred underwriting fee | $9,800,000 | $9,800,000 | | **Total liabilities** | **$12,386,669** | **$9,964,340** | | Class A ordinary shares subject to possible redemption | $238,271,514 | $233,369,247 | | Total shareholders' deficit | $(12,113,777) | $(8,906,820) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section presents the company's financial performance, outlining income, expenses, and net profit or loss for specific periods - The company reported net income of **$1,456,466** for the three months ended June 30, 2025, a significant improvement from a net loss of **$(29,487)** in the prior year period[13](index=13&type=chunk) - Interest earned on marketable securities held in the Trust Account was the primary driver of income in 2025, totaling **$2,458,506** for the three months and **$4,902,267** for the six months[13](index=13&type=chunk) - General and administrative costs increased substantially to **$1,002,040** for the three months and **$3,206,957** for the six months ended June 30, 2025, compared to minimal costs in 2024[13](index=13&type=chunk) Unaudited Condensed Statements of Operations Data | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | General and administrative costs | $1,002,040 | $29,487 | $3,206,957 | $34,655 | | Loss from operations | $(1,002,040) | $(29,487) | $(3,206,957) | $(34,655) | | Interest earned on marketable securities held in Trust Account | $2,458,506 | — | $4,902,267 | — | | Total other income | $2,458,506 | — | $4,902,267 | — | | **NET INCOME (LOSS)** | **$1,456,466** | **$(29,487)** | **$1,695,310** | **$(34,655)** | | Basic and diluted net income per Class A redeemable ordinary share | $0.05 | — | $0.05 | — | | Basic and diluted net income (loss) per Class A and B non redeemable ordinary share | $0.05 | $(0.00) | $0.05 | $(0.00) | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section tracks the evolution of shareholders' deficit, reflecting the impact of net income, losses, and equity adjustments - The total shareholders' deficit increased from **$(8,906,820)** at January 1, 2025, to **$(12,113,777)** at June 30, 2025[16](index=16&type=chunk) - Accretion for Class A ordinary shares to redemption amount was a significant factor, contributing **$(2,443,761)** in Q1 2025 and **$(2,458,506)** in Q2 2025 to the deficit[16](index=16&type=chunk) - Net income for the periods in 2025 partially offset the accretion, while net losses in 2024 contributed to the deficit[16](index=16&type=chunk)[18](index=18&type=chunk) Unaudited Condensed Statements of Changes in Shareholders' Deficit Data (January 1, 2025 to June 30, 2025) | Metric | Balance — January 1, 2025 | Accretion for Class A ordinary shares to redemption amount | Net income | Balance — June 30, 2025 | | :------------------------------------------- | :------------------------ | :------------------------------------------------------- | :--------- | :------------------------ | | Total Shareholders' Deficit | $(8,906,820) | $(4,902,267) | $1,695,310 | $(12,113,777) | Unaudited Condensed Statements of Changes in Shareholders' Deficit Data (January 1, 2024 to June 30, 2024) | Metric | Balance as of January 1, 2024 | Net loss | Balance as of June 30, 2024 | | :------------------------------------------- | :-------------------------- | :--------- | :-------------------------- | | Total Shareholder's Deficit | $(419,507) | $(34,655) | $(454,162) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section details the company's cash movements from operating, investing, and financing activities over specific periods - Net cash used in operating activities for the six months ended June 30, 2025, was **$(1,190,727)**, primarily due to non-cash interest income and changes in operating assets and liabilities[20](index=20&type=chunk) - Cash flows from financing activities provided **$525,000**, stemming from proceeds of a promissory note from a related party[20](index=20&type=chunk) - The company's cash balance decreased significantly from **$699,511** at the beginning of the period to **$33,784** at June 30, 2025[20](index=20&type=chunk) Unaudited Condensed Statements of Cash Flows Data | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :------------------------------------------- | :------------------------------------- | :------------------------------------- | | Net income (loss) | $1,695,310 | $(34,655) | | Interest earned on marketable securities held in Trust Account | $(4,902,267) | — | | Net cash used in operating activities | $(1,190,727) | — | | Proceeds from promissory note - related party | $525,000 | — | | Net cash provided by (used in) financing activities | $525,000 | — | | Net Change in Cash | $(665,727) | — | | Cash – Beginning of period | $699,511 | $100 | | Cash – End of period | $33,784 | $100 | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) This section provides detailed explanations and disclosures for the financial statements, covering accounting policies and significant events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's SPAC formation, IPO, business combination plans, and current financial condition - The Company was incorporated on October 26, 2021, as a blank check company (SPAC) to effect a business combination[23](index=23&type=chunk) - The Initial Public Offering (IPO) was consummated on October 15, 2024, raising **$230,000,000** from **23,000,000 units** at **$10.00 per unit**[26](index=26&type=chunk) - A concurrent private placement of **715,000 units** generated **$7,150,000** from the Sponsor and underwriters[27](index=27&type=chunk) - Following the IPO, **$231,150,000** was placed in a Trust Account, invested in U.S. government securities or money market funds[30](index=30&type=chunk) - On March 18, 2025, the Company entered into a Business Combination Agreement to acquire VEON Holdings B.V. through a merger with Kyivstar Group Ltd. (PubCo)[42](index=42&type=chunk)[43](index=43&type=chunk) - As of June 30, 2025, the Company had cash of **$33,784** outside the Trust Account and a working capital deficit of **$2,349,478**, raising substantial doubt about its ability to continue as a going concern[46](index=46&type=chunk)[48](index=48&type=chunk) - A promissory note for up to **$2,000,000** was issued to the Sponsor on April 2, 2025, with **$525,000** borrowed as of June 30, 2025, to address liquidity needs[47](index=47&type=chunk)[48](index=48&type=chunk) [NOTE 2. SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines key accounting principles and methods for financial statements, including fair value and tax treatment - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC Regulation S-X[50](index=50&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards[52](index=52&type=chunk)[53](index=53&type=chunk) - Marketable securities held in the Trust Account are primarily money market funds invested in Treasury securities and are presented at fair value[58](index=58&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision[63](index=63&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of the company's Initial Public Offering, including units sold and composition - On October 15, 2024, the Company sold **23,000,000 Units** in its IPO, including the full exercise of the over-allotment option[75](index=75&type=chunk) - Each Unit was priced at **$10.00** and consisted of one Class A ordinary share and one-third of one redeemable Public Warrant[75](index=75&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the concurrent private placement of units, including participants, proceeds, and conditions for their value - Simultaneously with the IPO, **715,000 Placement Units** were sold at **$10.00 per unit** to Cohen Circle Sponsor I, LLC and Cantor Fitzgerald & Co., generating **$7,150,000**[76](index=76&type=chunk) - Each Placement Unit includes one Class A ordinary share and one-third of one Placement Warrant[76](index=76&type=chunk) - Placement Units and underlying securities will expire worthless if a Business Combination is not completed within the Combination Period[76](index=76&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses related party transactions, including founder shares, administrative services, and promissory notes - The Sponsor holds **7,905,000 Class B ordinary shares** (Founder Shares) acquired for **$25,000**[78](index=78&type=chunk) - The Company pays an affiliate of the Sponsor **$25,000 per month** for administrative support services[80](index=80&type=chunk) - The Chief Financial Officer receives **$12,500 per month** for services[81](index=81&type=chunk) - A promissory note was issued to the Sponsor on April 2, 2025, for up to **$2,000,000**, with **$525,000** borrowed as of June 30, 2025; it is non-interest bearing and due upon Business Combination[83](index=83&type=chunk) - The Sponsor or its affiliates may provide additional Working Capital Loans, which can be repaid or converted into units upon a Business Combination[85](index=85&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=21&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines potential future obligations and uncertain events, including geopolitical risks and deferred fees - Geopolitical instability, including the Russia-Ukraine and Israel-Hamas conflicts, poses risks that could adversely affect the Company's search for a business combination[87](index=87&type=chunk)[88](index=88&type=chunk) - Holders of Founder Shares, Placement Units, and Working Capital Loan units are entitled to registration rights for their securities[89](index=89&type=chunk) - Underwriters are entitled to a deferred fee of **$9,800,000**, payable from the Trust Account solely upon the completion of a Business Combination[91](index=91&type=chunk) - The Business Combination Agreement with Kyivstar Group Ltd. was amended on June 24, 2025, and July 10, 2025, to adjust share par value, board composition, equity plan timing, and share allocation[96](index=96&type=chunk)[97](index=97&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=23&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) This note details shareholders' deficit components, including authorized shares, outstanding shares, and warrant characteristics - The Company is authorized to issue **5,000,000 preference shares** and **500,000,000 Class A ordinary shares**; **715,000 Class A shares** are issued and outstanding (excluding **23,000,000** subject to redemption)[98](index=98&type=chunk)[99](index=99&type=chunk) - **7,905,000 Class B ordinary shares** are issued and outstanding, which convert to Class A shares upon a Business Combination[101](index=101&type=chunk)[103](index=103&type=chunk) - There are **7,905,000 warrants** outstanding (**7,666,667 Public Warrants** and **238,333 Placement Warrants**)[104](index=104&type=chunk) - Public Warrants become exercisable 30 days after a Business Combination or 12 months from the IPO closing, expiring five years after a Business Combination[104](index=104&type=chunk) - The Company may redeem warrants at **$0.01** if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-day period[107](index=107&type=chunk) - Placement Warrants are non-transferable for 30 days post-Business Combination, exercisable on a cashless basis, and non-redeemable[111](index=111&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=26&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note explains valuation methodologies and classifications for financial instruments like marketable securities and warrants - The fair value of marketable securities held in the Trust Account is classified as Level 1, using quoted prices in active markets[113](index=113&type=chunk)[114](index=114&type=chunk) - Public Warrants were valued using the Binomial / Lattice Model and classified within shareholders' deficit, with no subsequent remeasurement[116](index=116&type=chunk) Fair Value Measurement Data | Asset | Level | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :---- | :-------------- | :------------------ | | Marketable securities held in Trust Account | 1 | $238,271,514 | $233,369,247 | Public Warrants Valuation Inputs | Valuation Input | October 15, 2024 | | :---------------- | :--------------- | | Share price | $9.94 | | Term (years) | 5.5 | | Risk-free rate | 3.9% | | Volatility | 5.0% | [NOTE 9. SEGMENT INFORMATION](index=28&type=section&id=NOTE%209.%20SEGMENT%20INFORMATION) This note clarifies the company operates as a single reportable segment, with key metrics reviewed by the CODM - The Company operates as a single reportable segment, with the Chief Financial Officer acting as the Chief Operating Decision Maker (CODM)[118](index=118&type=chunk) - The CODM reviews key metrics such as Trust Account balance, cash, general and administrative costs, and interest earned on marketable securities to assess performance and allocate resources[119](index=119&type=chunk)[120](index=120&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=28&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after the balance sheet date but before financial statements were issued - On July 10, 2025, Amendment No. 2 to the Business Combination Agreement was executed, adjusting the allocation of Kyivstar Group Ltd. Common Shares[123](index=123&type=chunk) - A conforming Amendment No. 1 to the Sponsor Agreement was also entered on July 10, 2025[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, emphasizing its status as a blank check company focused on completing a business combination. It details the Business Combination Agreement, financial results, liquidity challenges, and going concern issues, along with key accounting policies [Overview](index=30&type=section&id=Overview) This section introduces the company as a blank check entity focused on completing a business combination - The Company is a blank check company incorporated on October 26, 2021, with the purpose of effecting a business combination[126](index=126&type=chunk) - It expects to incur significant costs in pursuing acquisition plans and cannot assure the successful completion of a Business Combination[127](index=127&type=chunk) [Business Combination Agreement](index=30&type=section&id=Business%20Combination%20Agreement) This section details the key terms and amendments of the agreement to acquire VEON Holdings B.V. through a merger - On March 18, 2025, the Company entered into a Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (PubCo), and Varna Merger Sub Corp[128](index=128&type=chunk) - The transaction involves the Seller selling VEON Holdings equity to PubCo and Merger Sub merging into the Company, making the Company a wholly-owned subsidiary of PubCo[129](index=129&type=chunk)[130](index=130&type=chunk) - Amendment No. 1 (June 24, 2025) changed PubCo's common share par value, adjusted board size, and revised the timing for an equity incentive plan[131](index=131&type=chunk) - Amendment No. 2 (July 10, 2025) adjusted the allocation of Kyivstar Group Ltd. Common Shares to the Seller and Sponsor[132](index=132&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting income sources and trends in administrative costs - The Company has not generated operating revenues to date, with income primarily from interest on marketable securities in the Trust Account[133](index=133&type=chunk) - For the three months ended June 30, 2025, net income was **$1,456,466**, compared to a net loss of **$(29,487)** for the same period in 2024[134](index=134&type=chunk)[135](index=135&type=chunk) - For the six months ended June 30, 2025, net income was **$1,695,310**, compared to a net loss of **$(34,655)** for the same period in 2024[134](index=134&type=chunk)[136](index=136&type=chunk) - Interest earned on marketable securities in the Trust Account was **$2,458,506** (Q2 2025) and **$4,902,267** (H1 2025), while general and administrative costs were **$1,002,040** (Q2 2025) and **$3,206,957** (H1 2025)[134](index=134&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet obligations, including IPO proceeds, trust account balance, and funding - The Company consummated its IPO on October 15, 2024, generating **$230,000,000**, and a private placement generating **$7,150,000**[138](index=138&type=chunk) - A total of **$231,150,000** was placed in the Trust Account, which held **$238,271,514** as of June 30, 2025[139](index=139&type=chunk)[143](index=143&type=chunk) - Transaction costs amounted to **$14,373,989**, including a **$9,800,000** deferred underwriting fee[139](index=139&type=chunk) - On April 2, 2025, a promissory note for up to **$2,000,000** was issued to the Sponsor, with **$525,000** borrowed as of June 30, 2025, to fund working capital[140](index=140&type=chunk) - Net cash used in operating activities for the six months ended June 30, 2025, was **$1,190,727**[141](index=141&type=chunk) - The Sponsor or its affiliates may provide additional Working Capital Loans, repayable upon Business Combination or convertible into units[144](index=144&type=chunk) [Going Concern](index=33&type=section&id=Going%20Concern) This section addresses the company's ability to continue operations, noting its working capital deficit and capital needs - As of June 30, 2025, the Company had cash of **$33,784** outside the Trust Account and a working capital deficit of **$2,349,478**[146](index=146&type=chunk) - The Company will need to raise additional capital through loans or investments from its Sponsor[147](index=147&type=chunk) - The liquidity condition raises substantial doubt about the Company's ability to continue as a going concern for a period within one year[147](index=147&type=chunk) - Management plans to address this uncertainty through the consummation of a Business Combination[147](index=147&type=chunk) [Off-Balance Sheet Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements impacting the company's financial position - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of June 30, 2025[148](index=148&type=chunk) [Contractual Obligations](index=34&type=section&id=Contractual%20Obligations) This section outlines the company's financial commitments, including administrative support and deferred underwriting fees - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[149](index=149&type=chunk) - Contractual obligations include **$25,000 per month** for administrative support and **$12,500 per month** for the Chief Financial Officer's services[149](index=149&type=chunk) - A deferred underwriting fee of **$9,800,000** is payable to underwriters only upon the completion of a Business Combination[150](index=150&type=chunk) [Critical Accounting Estimates and Policies](index=34&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) This section describes significant accounting judgments and policies applied, including those for redeemable shares and warrants - Management makes estimates and assumptions in preparing financial statements, but as of June 30, 2025, there were no critical accounting estimates to be disclosed[151](index=151&type=chunk) - Ordinary Shares subject to possible redemption are classified as temporary equity due to redemption features outside the Company's control[152](index=152&type=chunk) - Warrant instruments are accounted for under equity treatment at fair value and are not remeasured after initial issuance[153](index=153&type=chunk) - Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding, excluding accretion associated with redeemable shares[154](index=154&type=chunk) - Management does not believe recently issued, but not yet effective, accounting standards would materially affect the financial statements[155](index=155&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Cohen Circle Acquisition Corp. I is exempt from providing detailed quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide the information otherwise required under this item[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, and reported no material changes in internal control over financial reporting during the quarter - The Certifying Officers concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[157](index=157&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[158](index=158&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[160](index=160&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the risk factors previously disclosed in its Annual Report on Form 10-K, stating that there have been no material changes as of the date of this Quarterly Report - Risk factors are described in the Annual Report on Form 10-K filed on March 26, 2025[161](index=161&type=chunk) - As of the date of this Quarterly Report, there have been no material changes to the previously disclosed risk factors[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Initial Public Offering and the concurrent private placement, including the number of units sold, the gross proceeds generated, and how these funds were allocated to the Trust Account and transaction costs - The Initial Public Offering on October 15, 2024, involved the sale of **23,000,000 Units** at **$10.00 per unit**, generating gross proceeds of **$230,000,000**[162](index=162&type=chunk) - A private placement concurrently sold **715,000 Placement Units** at **$10.00 per unit**, generating gross proceeds of **$7,150,000**[163](index=163&type=chunk) - An aggregate of **$231,150,000** from the IPO and private placement was placed in the Trust Account[164](index=164&type=chunk) - Total transaction costs were **$14,373,989**, including a **$4,000,000** cash underwriting fee and a **$9,800,000** deferred underwriting fee[165](index=165&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are no defaults upon senior securities[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - There are no mine safety disclosures[168](index=168&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[169](index=169&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the Quarterly Report, including the Business Combination Agreement and its amendments, a promissory note, and various certifications - Exhibit 2.1(a) and 2.1(b) include the Business Combination Agreement (March 18, 2025) and Amendment No. 1 (June 24, 2025), incorporated by reference[171](index=171&type=chunk) - Exhibit 10.1 is the Promissory Note dated April 2, 2025, from Cohen Circle Acquisition Corp. I to Cohen Circle Sponsor I, LLC, incorporated by reference[171](index=171&type=chunk) - Exhibits 31.1*, 31.2*, 32.1**, and 32.2** are certifications of the Principal Executive Officer and Principal Financial Officer[171](index=171&type=chunk) [Signatures](index=38&type=section&id=Signatures) The report is signed by Betsy Z. Cohen, Chairman of the Board of Directors, President, and Chief Executive Officer, and R. Maxwell Smeal, Chief Financial Officer, on August 11, 2025 - The report was signed by Betsy Z. Cohen, Chairman of the Board of Directors, President, and Chief Executive Officer[175](index=175&type=chunk) - The report was also signed by R. Maxwell Smeal, Chief Financial Officer[175](index=175&type=chunk) - The signing date for the report was August 11, 2025[175](index=175&type=chunk)

Core Insights - Kyivstar Group reported strong financial results for Q2 2025, showcasing resilience and growth in its digital operator strategy [3][5][6] - The integration of Uklon has significantly contributed to revenue and profitability, reinforcing Kyivstar's position in the market [3][5][6] Financial Performance - Total operating revenue reached USD 284 million, a 20.9% increase year-on-year in USD and 25.9% in local currency [5][6] - Profit for the period was USD 82 million, up 13.9% year-on-year in USD and 18.6% in local currency, with a profit margin of 28.9% [5][6] - Adjusted EBITDA was USD 165 million, reflecting an 18.7% year-on-year increase in USD and 23.6% in local currency, with an adjusted EBITDA margin of 58.1% [5][6] Digital Growth - Direct digital revenue now accounts for 10.3% of total operating revenue, with Uklon contributing USD 21.7 million in revenue and USD 9.3 million in adjusted EBITDA [5][6] - The Multiplay customer base increased by 23.7% year-on-year to 6.5 million, representing 31.7% of one-month active mobile customers [6] - Total digital monthly active users reached 13.4 million, a 51.2% increase from the previous year, including 3.5 million users from Uklon [6] Strategic Initiatives - The company is on track for its Nasdaq listing, which is expected to enhance its investment appeal and support Ukraine's digital transformation [3][13] - Kyivstar Group plans to invest USD 1 billion in Ukraine from 2023 to 2027, focusing on infrastructure and technological development [10]

Core Points - Kyivstar Group Ltd., Ukraine's leading digital operator, has filed a Registration Statement with the SEC as part of its plans to list on Nasdaq following a business combination with Cohen Circle Acquisition Corp. I [1][2][3] - The business combination is expected to close in the third quarter of 2025, pending shareholder approval and customary closing conditions [3][4] - Kyivstar Group serves over 23 million mobile customers and 1.1 million home internet customers, and plans to invest USD 1 billion in Ukraine by 2027 [5] Company Overview - Kyivstar Group operates as a major provider of mobile communication in Ukraine, offering a range of services including 4G, big data, cloud solutions, and digital TV [5] - VEON, the parent company of Kyivstar Group, provides digital services to nearly 160 million customers across six countries [6] - Cohen Circle Acquisition Corp. I is a special purpose acquisition company formed to facilitate mergers and business combinations in the technology and financial services sectors [7][8]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) Interim financial statements for Q1 2025 show **$236.2 million** in assets, a shift to net income, and a going concern doubt, with a business combination agreement signed [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of March 31, 2025, shows **$236.2 million** in total assets, primarily in the Trust Account, and an **$11.1 million** shareholders' deficit Condensed Balance Sheet Summary (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $80,019 | $699,511 | | Marketable securities held in Trust Account | $235,813,008 | $233,369,247 | | **Total Assets** | **$236,209,156** | **$234,426,767** | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | $1,707,885 | $164,340 | | Deferred underwriting fee | $9,800,000 | $9,800,000 | | **Total Liabilities** | **$11,507,885** | **$9,964,340** | | Class A ordinary shares subject to possible redemption | $235,813,008 | $233,369,247 | | **Total Shareholders' Deficit** | **($11,111,737)** | **($8,906,820)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The statements of operations for Q1 2025 show a net income of **$238,844**, driven by interest income from the Trust Account, a reversal from the prior year's net loss Condensed Statements of Operations (Unaudited) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | General and administrative costs | $2,204,917 | $5,168 | | Loss from operations | ($2,204,917) | ($5,168) | | Interest earned on marketable securities held in Trust Account | $2,443,761 | $0 | | **Net income (loss)** | **$238,844** | **($5,168)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for Q1 2025 was **$619,492**, leading to a decrease in cash balance to **$80,019** by period end Condensed Statements of Cash Flows (Unaudited) | Cash Flow Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net income (loss) | $238,844 | ($5,168) | | Interest earned on marketable securities held in Trust Account | ($2,443,761) | $0 | | **Net cash used in operating activities** | **($619,492)** | **$0** | | Cash – Beginning of period | $699,511 | $100 | | **Cash – End of period** | **$80,019** | **$100** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, October 2024 IPO, the March 2025 Business Combination Agreement, and address going concern uncertainty and related party transactions - The company is a blank check company formed to effect a business combination. All activity to date relates to its formation, IPO, and search for a target[25](index=25&type=chunk)[27](index=27&type=chunk) - On March 18, 2025, the Company entered into a Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd., and Varna Merger Sub Corp. The transaction involves a merger and sale that will result in the Company becoming a wholly-owned subsidiary of PubCo (Kyivstar Group Ltd.)[44](index=44&type=chunk)[45](index=45&type=chunk) - The company's liquidity condition, with cash of **$80,019** and a working capital deficit of **$1,380,563** as of March 31, 2025, raises substantial doubt about its ability to continue as a going concern. The Sponsor has committed to loan up to **$250,000** for working capital needs[46](index=46&type=chunk)[47](index=47&type=chunk) - Subsequent to the quarter end, on April 2, 2025, the company issued a promissory note to its Sponsor for up to **$2,000,000** for working capital, borrowing an initial **$150,000**[121](index=121&type=chunk)[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, the Business Combination Agreement, Q1 2025 financial performance, and the going concern uncertainty due to liquidity issues - The company is a blank check company whose activities since inception on October 26, 2021, have been organizational, preparing for the IPO, and identifying a target for a Business Combination[125](index=125&type=chunk)[130](index=130&type=chunk) - On March 18, 2025, the company entered into a definitive Business Combination Agreement with VEON Amsterdam B.V. and other related parties for a merger transaction[127](index=127&type=chunk)[128](index=128&type=chunk) Q1 2025 vs Q1 2024 Operations | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Income (Loss) | $238,844 | ($5,168) | | Interest Earned on Trust Account | $2,443,761 | $0 | | General & Operational Costs | $2,204,917 | $5,168 | - As of March 31, 2025, the company had a working capital deficit of **$1,380,563** and cash of **$80,019** outside the Trust Account. This liquidity condition raises substantial doubt about its ability to continue as a going concern[141](index=141&type=chunk)[142](index=142&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[151](index=151&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the Certifying Officers concluded that the company's disclosure controls and procedures were effective as of the end of the quarterly period ended March 31, 2025[153](index=153&type=chunk) - No changes occurred in the internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[154](index=154&type=chunk) [Part II. Other Information](index=34&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[156](index=156&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K filed on March 26, 2025, have occurred - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on March 26, 2025, have occurred[157](index=157&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details of the October 2024 IPO and concurrent private placement, which raised **$230 million** and **$7.15 million** respectively, with **$231.15 million** deposited into the Trust Account - The company consummated its IPO of **23,000,000** Units at **$10.00** per unit, for gross proceeds of **$230,000,000** on October 15, 2024[158](index=158&type=chunk) - Simultaneously with the IPO, the company sold **715,000** Placement Units at **$10.00** per unit in a private placement, generating gross proceeds of **$7,150,000**[159](index=159&type=chunk) - An aggregate of **$231,150,000** from the IPO and private placement was deposited into the Trust Account[160](index=160&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[162](index=162&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[163](index=163&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[165](index=165&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including the Business Combination Agreement, a Promissory Note, and officer certifications - Exhibit 2.1 is the Business Combination Agreement dated March 18, 2025[167](index=167&type=chunk) - Exhibit 10.1 is a Promissory Note dated April 2, 2025, with Cohen Circle Sponsor I, LLC[167](index=167&type=chunk) - Exhibits 31.1, 31.2, 32.1, and 32.2 are certifications by the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[167](index=167&type=chunk)

Core Insights - VEON Ltd. announced the acquisition of 97% of Uklon, a leading Ukrainian ride-hailing and delivery platform, by JSC Kyivstar [1][2] - Uklon reported a revenue of USD 65 million for FY 2024, with a compound annual growth rate (CAGR) of 30% from FY 2021 to FY 2024 [2] - The business combination agreement between VEON and Cohen Circle Acquisition Corp. I aims to list Kyivstar on the Nasdaq Stock Market under the ticker symbol KYIV, expected to close in Q3 2025 [3] Company Overview - VEON is a global digital operator serving nearly 160 million customers across six countries, focusing on technology-driven services [5] - Kyivstar, Ukraine's largest digital operator, serves over 23 million mobile subscribers and has committed to invest USD 1 billion in telecom technologies from 2023 to 2027 [5] - Uklon, founded 15 years ago, is the largest ride-hailing player in Ukraine, with over 100,000 drivers and operations in 27 cities [6] Financial Metrics - Uklon achieved over 100 million rides and over 3 million deliveries in 2024 [2] - The company has a team of over 700 experts, including 250 software engineers, enhancing its technology platform [6]

Core Viewpoint - VEON Ltd. announces the acquisition of Uklon group, a leading Ukrainian ride-hailing and delivery platform, by its subsidiary Kyivstar, marking an expansion into digital consumer services and reinforcing confidence in Ukraine's digital growth potential [1][4][7]. Company Overview - VEON is a global digital operator serving nearly 160 million customers across six countries, focusing on technology-driven services that empower individuals and drive economic growth [9]. - Kyivstar is Ukraine's largest digital operator, with over 23 million mobile subscribers and more than 1.1 million Home Internet fixed line customers as of December 2024 [10]. - Uklon, founded 15 years ago, is the largest ride-hailing player in Ukraine, operating in 27 cities and uniting over 100,000 driver-partners [2][11]. Acquisition Details - Kyivstar will acquire 97% of Uklon shares for a total consideration of USD 155.2 million, with Uklon CEO Serhii Hryshkov expected to remain in his position [3]. - The acquisition is subject to customary closing conditions and approvals [3]. Strategic Importance - The acquisition is seen as a strategic investment in Ukraine's digital economy, complementing Kyivstar's existing digital services such as Helsi and KyivstarTV [4]. - Uklon has facilitated over 100 million rides and more than 3 million deliveries in 2024, indicating its significant market presence [2]. Future Prospects - VEON plans to explore the expansion of Uklon's capabilities beyond Ukraine and Uzbekistan, leveraging its digital operators in Kazakhstan, Pakistan, and Bangladesh [4]. - VEON has committed to investing USD 1 billion in Ukraine's digital future between 2023 and 2027, including partnerships to enhance connectivity [7]. Market Position - Uklon is recognized as a technology pioneer in ride-hailing and has successfully entered the delivery business, showcasing rapid organic development [6]. - The acquisition is expected to enhance Kyivstar's ability to offer digital experiences to millions of Ukrainians [5].

Core Viewpoint - VEON Ltd. and Cohen Circle Acquisition Corp. I have signed a business combination agreement that will lead to the listing of JSC Kyivstar on the Nasdaq Stock Market, marking a significant milestone for Ukraine's economic future and providing international investors with access to the Ukrainian market [1][4][5]. Company Overview - Kyivstar is Ukraine's largest digital operator, serving over 24 million customers with fixed and mobile communication services [8][10]. - The company has a strong consumer digital service portfolio, including a healthcare platform with over 28 million registered patients and a streaming platform with 2 million monthly active users [8]. - Kyivstar plans to invest USD 1 billion into new telecom technologies in Ukraine from 2023 to 2027 [10]. Business Combination Details - Following the business combination, Kyivstar Group will be listed on Nasdaq under the ticker symbol KYIV, with VEON retaining a minimum of 80% ownership [2]. - The transaction assigns a pro-forma valuation of USD 2.21 billion to Kyivstar at closing [8]. - The business combination is expected to close in Q3 2025, pending shareholder approval and customary closing conditions [2][20]. Management Commentary - VEON's Chairman emphasized that Kyivstar's listing will be a defining moment for Ukraine's economic future and a unique opportunity for global investors [4]. - The CEO of VEON highlighted Kyivstar's strong financial profile and governance structure, which are expected to attract international investors [5]. - Kyivstar's CEO noted the company's resilience during the war and its commitment to rebuilding Ukraine's infrastructure [6]. Advisors - Rothschild & Co is acting as the lead financial advisor to VEON, while BTIG, LLC and Cantor Fitzgerald & Co. are also involved as capital markets advisors [9].

Core Points - Cohen Circle Acquisition Corp. I announced that starting December 2, 2024, holders of units from the initial public offering can separately trade Class A ordinary shares and warrants [1] - The Class A ordinary shares will trade under the symbol "CCIR" and the warrants under "CCIRW" on the Nasdaq Global Market, while units that are not separated will continue to trade under "CCIRU" [1] - A registration statement for the units and underlying securities was declared effective by the Securities and Exchange Commission on October 10, 2024 [1]

```markdown Part I. Financial Information [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents Cohen Circle Acquisition Corp. I's unaudited condensed financial statements for the period ended September 30, 2024, reflecting its pre-IPO status and limited activities [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) As of September 30, 2024, the company reported total assets of **$218,245** and a shareholder's deficit of **($469,593)**, reflecting its pre-IPO financial position Condensed Balance Sheet Data (Unaudited) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $100 | $100 | | Deferred offering costs | $218,145 | $0 | | **Total Assets** | **$218,245** | **$100** | | **Liabilities & Shareholder's Deficit** | | | | Accrued offering costs | $437,761 | $229,948 | | Promissory note – related party | $250,077 | $189,659 | | **Total Liabilities** | **$687,838** | **$419,607** | | **Total Shareholder's Deficit** | **($469,593)** | **($419,507)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company incurred net losses from formation and administrative costs, with the net loss for the nine months ended September 30, 2024, increasing to **($50,086)** Condensed Statements of Operations (Unaudited) | Period | 2024 | 2023 | | :--- | :--- | :--- | | **Three Months Ended Sep 30** | | | | Net Loss | ($15,431) | ($5,000) | | **Nine Months Ended Sep 30** | | | | Net Loss | ($50,086) | ($35,580) | | Basic and Diluted Net Loss per Share | ($0.01) | ($0.01) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, the company reported **zero** net cash used in operating activities, with its cash balance remaining unchanged at **$100** - Net cash used in operating activities for the nine months ended September 30, 2024 and 2023 was **zero**[16](index=16&type=chunk) - The cash balance remained at **$100** at the beginning and end of the period[16](index=16&type=chunk) Supplemental Non-cash Activities (Nine Months Ended Sep 30) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Deferred offering costs in accrued offering costs | $207,645 | $114,881 | | Deferred offering costs paid via promissory note | $10,500 | $47,458 | [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes provide critical context, detailing the company's formation as a SPAC, its IPO on October 15, 2024, raising **$230 million**, and related-party transactions - The company was incorporated in the Cayman Islands on October 26, 2021, for the purpose of effecting a business combination[17](index=17&type=chunk) - On October 15, 2024, the company consummated its IPO of 23,000,000 units at $10.00 per unit, generating gross proceeds of **$230 million**[20](index=20&type=chunk)[50](index=50&type=chunk)[78](index=78&type=chunk) - Simultaneously with the IPO, the company sold 715,000 placement units at $10.00 per unit in a private placement, generating gross proceeds of **$7.15 million**[21](index=21&type=chunk)[51](index=51&type=chunk)[79](index=79&type=chunk) - Following the IPO and private placement, **$231.15 million** was placed in a trust account[24](index=24&type=chunk)[80](index=80&type=chunk) - As of September 30, 2024, the company had borrowed **$250,077** under a non-interest bearing promissory note from its Sponsor, which was repaid at the IPO closing[58](index=58&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operations as a blank check company, reporting a net loss of **($50,086)** for the nine months ended September 30, 2024 - The company is a blank check company with no operations or revenue to date; activities have been limited to organizational tasks and IPO preparation[83](index=83&type=chunk)[85](index=85&type=chunk) Net Loss Summary | Period | Net Loss | | :--- | :--- | | Three months ended Sep 30, 2024 | $15,431 | | Three months ended Sep 30, 2023 | $5,000 | | Nine months ended Sep 30, 2024 | $50,086 | | Nine months ended Sep 30, 2023 | $35,580 | - Subsequent to the quarter, the company raised **$230 million** from its IPO and **$7.15 million** from a private placement, placing **$231.15 million** in a trust account[89](index=89&type=chunk)[90](index=90&type=chunk) - The company has contractual obligations to pay its Sponsor's affiliate $25,000 per month for administrative services and its CFO $12,500 per month, commencing October 11, 2024[96](index=96&type=chunk) - A deferred underwriting fee of **$9.8 million** is payable from the trust account upon completion of a Business Combination[97](index=97&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is **not required** to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is **not required** to provide the information for this item[100](index=100&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2024, with no material changes to internal controls - Based on an evaluation by management, the company's disclosure controls and procedures were concluded to be **effective** as of September 30, 2024[102](index=102&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[103](index=103&type=chunk) Part II. Other Information [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - **None**[105](index=105&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company indicates **no material changes** to the risk factors previously disclosed in its final IPO prospectus filed on October 11, 2024 - As of the date of this report, there have been **no material changes** to the risk factors previously disclosed in the company's final IPO prospectus[106](index=106&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed its IPO and a private placement on October 15, 2024, raising **$230 million** and **$7.15 million**, with **$231.15 million** placed in a trust account - On October 15, 2024, the company consummated its IPO of 23,000,000 Units at $10.00 per unit, generating gross proceeds of **$230 million**[108](index=108&type=chunk) - Simultaneously, the company sold 715,000 Placement Units in a private placement at $10.00 per unit, generating gross proceeds of **$7.15 million**[109](index=109&type=chunk) - An aggregate of **$231.15 million** from the IPO and private placement was placed in the Trust Account[110](index=110&type=chunk) - Total transaction costs amounted to $14,373,989, including a $4,000,000 cash underwriting fee and a **$9.8 million** deferred underwriting fee[111](index=111&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[111](index=111&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports that this item is not applicable - **None**[111](index=111&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None**[111](index=111&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key legal and financial documents - The report includes a list of filed exhibits, such as the Underwriting Agreement, Warrant Agreement, Registration Rights Agreement, and officer certifications required by the Sarbanes-Oxley Act[113](index=113&type=chunk) Signatures [Signatures](index=30&type=section&id=Signatures) The quarterly report was signed on November 14, 2024, by Betsy Z. Cohen (Chairman, President, CEO) and R. Maxwell Smeal (CFO) - The report was signed on November 14, 2024, by Betsy Z. Cohen (Principal Executive Officer) and R. Maxwell Smeal (Principal Financial Officer)[116](index=116&type=chunk) ```