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 May 15, 2025

Kaan Terzioglu
Executive Chairman
Kyivstar Group Ltd.
Index Tower (East Tower) Unit 1703
Dubai (DIFC) United Arab Emirates

 Re: Kyivstar Group Ltd.
 Draft Registration Statement on Form F-4
 Submitted April 18, 2025
 CIK: 0002062440
Dear Kaan Terzioglu:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-4
Cover Page

1. Please revise the consideration table to include the price paid or to be
paid for such
 securities and include cross-references that highlight by prominent type
or in another
 matter the locations of related disclosures in the prospectus. Revise
your disclosure
 "the fact that Cohen Circle s officers and directors have not received
any cash
 compensation" to reflect the compensation to be received. In addition,
disclose the
 nature and amounts of any reimbursements to be paid to the SPAC sponsor,
its
 affiliates, and any promoters upon the completion of a de-SPAC
transaction. In this
 regard, we note your earlier disclosure that Sponsors receive payments
for office
 space, administrative and shared personnel support services, and out-of-
 pocket expenses incurred by them in connection with certain activities
on Cohen
 May 15, 2025
Page 2

 Circle s behalf, such as identifying and investing possible business
targets and
 business combinations. State whether this compensation and securities
issuance may
 result in a material dilution of the equity interests of non-redeeming
shareholders who
 hold the securities until the consummation of the de-SPAC transaction.
Refer to Items
 1603(a)(6), 1604(a)(3) and (4) of Regulation S-K.
2. In addition, you state the table sets forth consideration received or to
be received by
 various parties in the Business Combination, including Cantor. However,
it appears
 that the 270,000 shares to be issued to Cantor are not reflected in such
table. Please
 explain or revise as necessary.
3. We note your disclosure of conflict of interest. Provide a
cross-reference, highlighted
 by prominent type or in another manner, to the locations of related
disclosures in the
 prospectus. Refer to Item 1604(a)(4) of Regulation S-K.
Frequently Used Terms, page iii

4. Please revise here to define Closing Equity Value, Cash Adjustment
Excess and Cash
 Adjustment Shortfall.
Questions and Answers About the Business Combination...
What interests do Cohen Circle's Directors and Officers have in the Business
Combination?,
page xviii

5. Please revise to disclose all relevant pre-existing fiduciary or
contractual obligations
 for each of your officers and directors. Refer to Item 1603(c) of
Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 1

6. Please revise to include the dilution table and related disclosures as
required by Item
 1604(c) of Regulation S-K. Outside of the table, describe each material
potential
 source of future dilution that non-redeeming shareholders may experience
by electing
 not to tender their shares in connection with the Business Combination,
including
 sources not included in the table, such as the exercise of the warrants,
with respect to
 the determination of the as adjusted net tangible book value per share.
7. Please revise to present, at each redemption level, the valuation at or
above which the
 potential dilution results in the amount of non-redeeming shareholders
 interest per
 share being at least the IPO price per share of ordinary shares. Refer
to Item
 1604(c)(1) of Regulation S-K.
8. Please revise to disclose in a tabular format the terms and amount of
the compensation
 received or to be received by the SPAC sponsor, its affiliates, and
promoters in
 connection with the de-SPAC transaction, the amount of securities issued
or to be
 issued by the SPAC to the SPAC sponsor, its affiliates, and promoters,
and the price
 paid or to be paid for such securities in connection with the de-SPAC
transaction or
 any related financing transaction; and, outside of the table, the extent
to which that
 compensation and securities issuance has resulted or may result in a
material dilution
 of the equity interests of non- redeeming shareholders of the SPAC.
Refer to Item
 1604(b)(4) of Regulation S-K.
 May 15, 2025
Page 3
Summary Historical Combined Financial Information of VEON Holdings..., page 15

9. You state that the summary historical financial information is derived
from the
 audited combined financial statements of Kyivstar Group. As the audited
financial
 statements provided in the filing are for VEON Holdings B.V., and as to
avoid any
 confusion, please revise the reference to Kyivstar Group's audited
financial statements
 here.
Risk Factors
The reduced public company reporting requirements applicable to "emerging
growth
companies"..., page 67

10. We note your discussion of the extended transition provisions for
complying with new
 or revised financial accounting standards pursuant to Section 7(a)(2)(B)
of the
 Securities Act. As IFRS does not have separate adoption dates for public
and private
 companies, please explain further such disclosures as it relates to
Kyivstar Group or
 revise as necessary. Similar revisions should be made to the cover page
and page 171.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 112

11. We note the unaudited pro forma condensed combined financial information
has been
 prepared assuming you will meet the Minimum Cash Condition of $50
million at
 Closing. Please revise here to include a discussion of what will happen
if the
 Minimum Cash Condition is not met and such condition is not waived. In
this regard,
 you state on page 70 if this condition is not met or waived pursuant to
the terms of the
 Business Combination, then the proposed Business Combination will not be
 consummated.
Equity Capitalization at Closing, page 114

12. You state the table on page 114 summarizes the pro forma Kyivstar Group
common
 shares issued and outstanding immediately after closing and approximates
ownership
 interest upon completion of the Business Combination. Please tell us why
the table
 includes the shares noted in footnotes (1), (2) and 3), which will not
be outstanding
 immediately after Closing, or revise to remove such shares from the
table and note
 such exclusion in the footnotes to the table.
Pro Forma Condensed Combined Statement of Financial Position as of December 31,
2024,
page 116

13. Please revise to include pro forma adjustments to address the subsequent
repayment of
 the April 2025 Bonds and the anticipated repayment of the June 2025
Bonds pursuant
 to the terms of the Business Combination Agreement.
Significant Factors Affecting our Results of Operations
The War in Ukraine, page 156

14. We note your disclosure that the war in Ukraine has had a significant
impact on your
 business and that war-related insurance coverage for Ukraine has become
unavailable
 since 2023. Please quantify the impact of the war on your company for
the periods
 presented.
 May 15, 2025
Page 4

Intention to Invest in Ukraine, page 160

15. We note your disclosure about joint intention with Veon to invest $1
billion by 2027.
 Please expand your disclosure on how this amount will be split between
the
 companies. Also, explain how this commitment reconciles with your
disclosure on
 page 169 that you have no other incremental commitments, guarantees
or contingent
 liabilities.
Kyivstar Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Comparison of Fiscal Years Ended December 31, 2024 and 2023
Selling, general and administrative expenses, page 163

16. You disclose multiple reasons for the increase in this line item such as
higher tariffs,
 higher personnel costs, higher costs for IT support, and several others.
Please revise to
 separately quantify each factor that has materially contributed to the
change. Similar
 revisions should be made throughout your results of operations
discussion where you
 identify various factors that impacted each line item. Refer to Item 5
of Form 20-F.
Key Performance Indicators, page 166

17. Please revise to quantify each of the key performance indicators listed
here for each
 period presented. Refer to SEC Release 33-10751.
18. You disclose that digital services monthly active users represent the
total of monthly
 active users for all digital products and services offered. Please
revise to clarify
 whether a user that is active in more than one application is counted
more than once in
 this measure. In addition, disclose the amount of revenue generated from
these digital
 products and services, for each period presented, to provide context to
the measure.
19. You indicate that mobile APRU it is calculated using certain types of
mobile service
 revenue while excluding others. Please revise to state the amount of
revenue used to
 calculate the measure for each period presented, how the amount relates
to mobile
 service revenue disclosed on page F-38, and further explain why certain
types of
 revenue are excluded in this measure.
20. You refer to mobile subscribers on page 1 and elsewhere. Please clarify
here whether
 mobile customers are the same as mobile subscribers, and, if not, revise
to explain the
 difference.
Business of Kyivstar and Certain Information about Kyivstar, page 172

21. Please provide the basis for the statement that the company is "the
network leader in
 terms of LTE coverage, with 95.7% population coverage in Ukraine as of
December
 31, 2024".
Kyivstar Relationships and Related Party Transactions, page 222

22. Please file your agreements with Ukraine Tower Company. We note your
disclosure
 that "approximately 1,000 are set to be transferred from Kyivstar to UTC
upon the
 lifting of martial law in Ukraine." Please describe any consideration
provided or to be
 provided for the transfer.
 May 15, 2025
Page 5

Beneficial Ownership of Kyivstar Group Ltd. Securities, page 223

23. Please disclose the natural person or persons who exercise the voting
and/or
 dispositive powers with respect to the securities owned by VEON
Amsterdam B.V..
Proposal No. 1 - the Business Combination Proposal
Background of the Business Combination, page 229

24. Please revise to provide the disclosure required by item 1607(b) of
Regulation S-K,
 including to discuss the qualifications of Northland Capital Markets,
the method of
 selection, and any material relationship that existed during the past
two years or is
 mutually understood to be contemplated between Northland and Cohen
Circle, the
 SPAC sponsor and/or their respective affiliates.
VEON Holdings B.V. Notes to Combined Financial Statements
Note 1. General Information
Basis of Combination, page F-31

25. You state that the combined financial statements (CFS) do not
necessarily reflect what
 the combined results of operations would have been had the company
existed as a
 separate legal group and had presented stand-alone combined financial
information.
 We further note the CFS include allocation expenses from the Wider VEON
Group.
 Please revise to disclose management's estimate of what the expenses
would have
 been on a standalone basis for each year presented, if practicable and
materially
 different than the results provided. Alternatively, revise to state, if
true, that it is not
 practicable to estimate actual costs that would have been incurred had
VEON
 Holdings B.V. been a standalone company during the periods presented.
Also state, if
 true, that these costs may not be indicative of the expenses that would
have incurred if
 you had obtained these services from an unrelated third party. Refer to
SAB Topic
 1.B.1.
Corporate, Shared Service Units and Foreign Holding Company Expenses, page F-32

26. Please revise to disclose the allocation method used to allocate
expenses from the
 Wider VEON Group that are based on judgment, assumptions and estimates.
Also
 disclose the amount of expenses that have been allocated in each period
presented.
 Refer to SAB Topic 1.B.1.
Note 2. Segment information, page F-37

27. Please revise the reconciliation of profit before tax to adjusted EBITDA
to start with
 the segment s measure of profit or loss, adjusted EBITDA, and end with
the
 company s profit before tax. Refer to IFRS 8 paragraph 28(b).
28. We note you disclose a breakdown of service revenue between mobile and
fixed
 services on page F-38. We also note on page 155 and elsewhere you list
several
 mobile telecommunication services offered such as mobile services,
digital services
 including big data and technology services, a suite of self-service
options in the app,
 MyKyivstar, digital health services through Helsi, and digital TV
content on the
 Kyivstar TV platform. Please tell us how you considered the guidance in
IFRS
 paragraph 32 to disclose revenue for each of these services for the
periods presented,
 May 15, 2025
Page 6

 or revise. Similarly, tell us your consideration to include a quantified
discussion for
 each of these services in MD&A. Refer to Item 5.A of Form 20-F.
Note 17. Related Parties
Compensation to Directors and Senior Managers, page F-64

29. Please tell us whether the company maintains any share-based
compensation plans
 and/or if its employees participate in any VEON Ltd. share-based
compensation
 plans. If so, tell us the amount of related expense recorded or
allocated in each period
 presented and, to the extent material, how you considered including
appropriate
 related disclosures.
Note 18. Events after the reporting period, page F-64

30. Please revise here to disclose that the Demerger was consummated on
April 8, 2025
 and discuss the impact of the Demerger on your 2025 Bonds consistent
with your
 disclosures on page 136. In this regard, disclose that the April 2025
Bonds have been
 repaid and note the impact of the repayment on the various balance sheet
line items
 such as cash and cash equivalents and the loan receivable from VEON
Amsterdam.
General

31. Please describe the experience of the sponsor, its affiliates, and any
promoters in
 organizing special purpose acquisition companies and the extent to which
the SPAC
 sponsor, its affiliates, and the promoters are involved in other special
purpose
 acquisition companies. See Item 1603(a)(3) of Regulation S-K.
32. We note that a L1T VIP Holdings S. r.l. ( LetterOne ) has
approximately 47%
 beneficial ownership of VEON Inc, which is your controlling shareholder.
We further
 note that LetterOne appears to be controlled by individuals on OFAC's
 Specially Designated Nationals and Blocked Persons list. Please disclose
what due
 diligence was conducted by Kyivstar, the Sponsors, and Cohen Circle
Acquisition
 Corp, to determine whether VEON Ltd. is more than 50% beneficially owned
by
 blocked persons. In addition, revise your risk factor disclosure to
discuss the risks if
 blocked entities owned 50 percent or more in the aggregate of Kyivstar.
 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 if you have questions regarding comments on the financial statements and
related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby
at 202-
551-3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Jennifer M. Gascoyne
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