Kyivstar Group Ltd F-1/A, filed Sep 9, 2025
Kyivstar Group Ltd. (KYIV)
As filed with the Securities and Exchange Commission on September 9, 2025
Registration No. 333-290082
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
Kyivstar Group Ltd.
(Exact name of registrant as specified in its charter)
__________________________________
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Bermuda |
4812 |
Not applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
Kyivstar Group Ltd.
Unit 517, Level 5
Index Tower
Dubai International Financial Centre (DIFC)
United Arab Emirates
Telephone: +97 4 433 1145
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: 212-947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________________
Copies of all correspondence to:
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Jennifer M. Gascoyne |
J. David Stewart |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Pursuant to Rule 429(b) under the Securities Act, upon effectiveness, this registration statement shall constitute post-effective amendment no. 1 to the registrant’s registration statement on Form F-4 (File No. 333-287802), which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form F-1 (File No. 333-290082) initially filed on September 5, 2025 (the “Registration Statement”) of Kyivstar Group Ltd. (the “Company”) is being filed as an exhibit-only filing solely to file the legal opinion of Wakefield Quin Limited as to the validity of the common shares of Kyivstar Group Ltd. registered under the Registration Statement (the “WQ Opinion”), which was inadvertently omitted from the initial filing. The WQ Opinion is being filed herewith as Exhibits 5.1 and 23.4. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the WQ Opinion. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and Financial Statement Schedules
(a) Exhibits
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Exhibit |
Description |
Incorporation by Reference |
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Form |
File |
Exhibit |
Filing |
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5.1* |
Opinion of Wakefield Quin Limited as to the validity of common shares of Kyivstar Group Ltd. |
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23.4* |
Consent of Wakefield Quin Limited (included in Exhibit 5.1). |
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(*) Filed herewith
II-1
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-1 and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Dubai International Financial Centre, United Arab Emirates, on September 9, 2025.
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KYIVSTAR GROUP LTD. |
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By: |
/s/ Kaan Terzioğlu |
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Name: |
Kaan Terzioğlu |
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Title: |
Executive Chairman and Director |
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Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Capacity |
Date |
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/s/ Kaan Terzioğlu |
Executive Chairman and Director |
September 9, 2025 |
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Kaan Terzioğlu |
(principal executive officer) |
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/s/ Boris Dolgushin |
Chief Financial Officer |
September 9, 2025 |
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Boris Dolgushin |
(principal financial officer and principal accounting officer) |
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* |
President |
September 9, 2025 |
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Oleksandr Komarov |
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* |
Director |
September 9, 2025 |
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Serdar Çetin |
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* |
Director |
September 9, 2025 |
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Betsy Z. Cohen |
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* |
Director |
September 9, 2025 |
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Augie K. Fabela II |
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* |
Director |
September 9, 2025 |
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Rt Hon Sir Brandon Lewis CBE |
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* |
Director |
September 9, 2025 |
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Burak Ozer |
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* |
Director |
September 9, 2025 |
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Duncan Perry |
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* |
Director |
September 9, 2025 |
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Michael R. Pompeo |
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* |
Director |
September 9, 2025 |
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Dmytro Shymkiv |
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* |
Director |
September 9, 2025 |
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Michiel Soeting |
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*By: |
/s/ Kaan Terzioğlu |
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Kaan Terzioğlu |
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Attorney-in-fact |
II-2
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of America, has signed this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-1 in New York City, New York on September 9, 2025.
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Authorized U.S. Representative — Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
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II-3
Exhibit 5.1
Jemima Fearnside
+1 441 494 4034
jfearnside@wq.bm
5 September 2025
Kyivstar Group Ltd.
Unit 517, Level 5
Index Tower
Dubai International Financial Centre (DIFC)
United Arab Emirates
Attn.: the Directors
Dear Sirs
Kyivstar Group Ltd. (the “Company”)
We have acted as special counsel in Bermuda to the Company in connection with the preparation and filing by the Company of a registration statement on Form F-1 filed by the Company with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof (the “Registration Statement”). The Registration Statement relates to the registration with the Commission of common shares of par value US$0.01 each in the Company (“Common Shares”), including Common Shares issuable upon exercise of public warrants of the Company (“Warrants”), as follows:
| (i) | the offer and sale, from time to time, by the selling securityholders named in the Registration Statement of up to 213,710,538 Common Shares (“Offered Securities”); and |
| (ii) | the issue by the Company of 7,666,629 Common Shares to holders of the Company’s Warrants upon their exercise (“Warrant Shares”); such Common Shares are currently registered and remain unsold under the Company’s registration statement on Form F-4 (File No. 333-287802), first filed with the Commission on June 5, 2025, as subsequently amended (the “F-4 Registration Statement”), which was declared effective by the Commission on July 22, 2025. |
For the purposes of this letter of opinion (“Opinion”), we have examined and relied upon copies of the documents listed, and in some cases defined, in the Schedule to this Opinion (the “Documents”), together with such other documentation as we have considered relevant to this Opinion.
Assumptions
In stating our Opinion we have assumed:
| (a) | the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised or photostatic copies; |
Wakefield Quin Limited
Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda
TEL. 441.494.4000 FAX. 441.494.4111 wq.bm
| (b) | that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; |
| (c) | there will be no changes to the form of the Documents provided to us; |
| (d) | that any factual statements made in any of the Documents are true, accurate and complete; |
| (e) | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed in this Opinion and that, in so far as any obligation under, or action to be taken in connection with the registration and/or the sale of the Offered Securities, or the issue of the Warrant Shares, is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will not be unlawful by virtue of the laws of that jurisdiction; |
| (f) | that the records which were the subject of the search referred to in paragraph 4 of the Schedule to this Opinion were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this Opinion and such information has not since such date been materially altered. |
| Opinion |
Based upon and subject to the assumptions set out above, and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
| 1. | The Company is an exempted company incorporated with limited liability and existing under the laws of Bermuda and is in good standing under the laws of Bermuda; and |
| 2. | The Offered Securities are duly authorised, validly issued, fully paid and non-assessable Common Shares in the capital of the Company. |
| 3. | The Warrant Shares are duly authorised and, when issued upon exercise of the Warrants, will be validly issued, fully paid and non-assessable Common Shares in the capital of the Company. |
| Reservations |
We have the following reservations:
| (a) | We express no opinion as to any law other than Bermuda law and none of the opinions expressed in this Opinion relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This Opinion is limited to Bermuda law as applied by the courts of Bermuda at the date of this Opinion. |
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| (b) | Any reference in this Opinion to Common Shares being “non-assessable” shall mean, in relation to fully-paid Common Shares and subject to any contrary provision in any agreement between the Company and the holder of the Common Shares, that no shareholder shall be obliged, in respect of those Common Shares, to contribute further amounts to the capital of the Company, either in order to complete payment for those shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder of the Company shall be bound by an alteration of the memorandum of association or bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for, additional shares of the Company, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company. |
| (c) | Searches of the Register of Companies at the office of the Registrar of Companies (“Registrar”) are conclusive and it should be noted that they do not reveal: |
| (i) | details of matters which have been lodged for filing or registration which as a matter of general practice of the Registrar of Companies would have or should have been disclosed on the public file but have not actually been registered, or to the extent that they have been registered have not been disclosed or do not appear in the public records at the date and time the search is concluded; or |
| (ii) | details of matters which should have been lodged for registration but have not been lodged for registration at the date the search is concluded. |
| (d) | In order to issue this Opinion we have carried out the search referred to in paragraph 4 of the Schedule to this Opinion on 4 September 2025. We have not enquired as to whether there has been any change since that date. |
| (e) | In this Opinion, the term “good standing” means only that the Company has received a certificate of compliance from the Registrar of Companies in Bermuda as at the date referred to in paragraph 5 of the Schedule. |
| Disclosure |
This Opinion is addressed to you in connection with the filing by the Company of the Registration Statement with the Securities and Exchange Commission for the purposes of registering the Offered Securities and Warrant Shares under the Securities Act. We consent to the filing of this Opinion as an exhibit to the Registration Statement and to the statements with respect to our name wherever it appears in the Registration Statement and in any amendment or supplement to the Registration Statement. In giving this consent, we do not admit that we are an “expert” within the meaning of the Securities Act.
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This Opinion is addressed to the Company and (save as referred to in the preceding paragraph) is neither to be transmitted to any other person, nor quoted nor referred to in any public document, nor filed with any governmental agency or person without our prior written consent, except as may be required by law. Further, this Opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this Opinion if applicable law or the existing facts or circumstances should change.
This Opinion is governed by and is to be construed in accordance with Bermuda law.
Yours faithfully
/s/ Wakefield Quin Limited
Wakefield Quin Limited
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THE SCHEDULE
| 1. | Certified copies of the certificate of incorporation, certificate of incorporation on change of name, memorandum of association, existing bye-laws and register of shareholders of the Company as at 3 September 2025. |
| 2. | An electronic copy of the Registration Statement, in the form filed with the Commission. |
| 3. | A copy of the notice to the public issued by the Bermuda Monetary Authority pursuant to the Exchange Control Act 1972 and Exchange Control Regulations 1973 dated 1 June 2005. |
| 4. | The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the offices of the Registrar of Companies in Hamilton, Bermuda, as revealed by an online search summary issued by the Registrar of Companies in Hamilton, Bermuda, in respect of the Company, on 4 September 2025. |
| 5. | A certificate of compliance dated 4 September 2025 issued by the Registrar of Companies in Bermuda in respect of the Company. |
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