UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Kyivstar Group Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda   Not applicable
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

Index Tower (East Tower)
Unit 1703
Dubai (DIFC)
United Arab Emirates
  Not applicable
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered   Name of each exchange on which each class is to be registered
Common shares, par value $0.01 per share   The Nasdaq Stock Market LLC
Warrants to purchase common shares   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-287802 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

A description of the common shares, par value $0.01 per share (the “Common Shares”), of Kyivstar Group Ltd. (the “Registrant”) and a description of the warrants to purchase common shares of the Registrant (the “Warrants”) to be registered hereunder are set forth under the caption “Description of Kyivstar Group Ltd. Securities” in the prospectus that constitutes a part of the Registrant’s Registration Statement on Form F-4, File No. 333-287802 (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission on June 5, 2025, as subsequently amended by any amendments to such Registration Statement and by any form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with such Registration Statement. Such Registration Statement, as amended, and any form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that includes such description, are hereby incorporated by reference herein.

 

The Common Shares and Warrants to be registered hereunder have been approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “KYIV” and “KYIVW”, respectively.

 

Item 2. Exhibits.

 

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  KYIVSTAR GROUP LTD.
   
Date: August 12, 2025 By: /s/ Boris Dolgushin
  Name: Boris Dolgushin
  Title: Chief Financial Officer

 

 

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