Cohen Circle Acquisition Corp. I(CCIRU) - 2025 Q1 - Quarterly Report

Part I. Financial Information Item 1. Interim Financial Statements 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 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 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 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 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][27] - 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][45] - 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][47] - 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][122] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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][130] - 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][128] 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][142] Item 3. 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 - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[151] Item 4. Controls and Procedures 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] - 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] Part II. Other Information Item 1. Legal Proceedings The company reports no legal proceedings - There are no legal proceedings to report[156] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - An aggregate of $231,150,000 from the IPO and private placement was deposited into the Trust Account[160] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[162] Item 4. Mine Safety Disclosures The company reports no mine safety disclosures - None[163] Item 5. Other Information The company reports no other information - None[165] Item 6. Exhibits 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] - Exhibit 10.1 is a Promissory Note dated April 2, 2025, with Cohen Circle Sponsor I, LLC[167] - 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]