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 June 20, 2025

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

Kaan Terzioglu
Director
VEON Holdings B.V.
Claude Debussylaan 88
1082 MD, Amsterdam

 Re: Kyivstar Group Ltd.
 Registration Statement on Form F-4
 Filed June 5, 2025
 File No. 333-287802
Dear Kaan Terzioglu and Kaan Terzioglu:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our May 15, 2025
letter.

Registration Statement on Form F-4
Cover Page

1. We note your revised disclosures in response to prior comment 2. Please
further revise
 throughout the filing to clarify whether any waivers or modifications
that Cantor
 agreed to, or any other agreements that Cantor was a part of (i.e., SPAC
Support
 Agreement, Sponsor Agreement, etc.), conveyed when Cantor transferred
the 270,000
 Class A Ordinary shares to the Sponsor's affiliate. In addition, include
a discussion of
 June 20, 2025
Page 2

 this share transfer (along with any related agreements) in Cohen
Circle's subsequent
 events footnote.
2. We note that you have excluded 1,437,500 Vesting Securities here and
from the
 consideration table on page 10. Since the Vesting Securities are "to be
issued" to
 Sponsors, it appears they should be included in the table. Please
revise, or tell us why
 you believe inclusion of such shares is not required. In addition,
revise to include
 footnote disclosure regarding the vesting terms and likelihood of
vesting of such
 securities. Refer to Items 1603(a)(6), 1604(a)(3) and (b)(4) of
Regulation S-K.
Frequently Used Terms, page iii

3. We note your revised disclosures on the cover page in response to prior
comment 4.
 Please revise further to define Adjusted Cash. In addition, include and
define Closing
 Equity Value, Cash Adjustment Excess, Cash Adjustment Shortfall, Target
Net Cash,
 and Adjusted Cash, under Frequently Used Terms beginning on page iii.
Questions and Answers About the Business Combination...
Did the Cohen Circle Board obtain a third-party valuation..., page xv

4. We note your response to prior comment 24 that "Northland has from time
to time
 served as an advisor to the boards of certain other special purpose
acquisition
 companies sponsored by affiliates of the Sponsors." Please expand this
disclosure
 to discuss the method of selection and compensation received as a result
of such prior
 engagements. Refer to Item 1607(b) of Regulation S-K.
What are the possible sources and the extent of dilution..., page xvii

5. Please address the following as it relates to your revised disclosure in
response to
 prior comment 6.
 The introductory paragraph to the first table on page xvii states
that the following
 tables exclude the effect of the Business Combination transaction.
However, the
 first table includes the shares issued to VEON Amsterdam in the
transaction.
 Revise the introductory paragraph to the first table accordingly.
 Move the paragraph that immediately precedes the header "Dilution
per share to
 existing Cohen Circle's shareholders" to be under such header as
that paragraph
 describes the information in the tables that follow.
 Revise to include a footnote to the dilution tables describing any
material
 transactions not reasonably likely to occur, such as the exercise of
Cohen Circle
 warrants and the vesting of the 1,437,500 Vesting Securities,
indicating why the
 vesting securities are excluded and the related vesting terms.
 Tell us what the "change in net tangible book value per share
attributable to
 Cohen Circle shareholders" in the second table on page xvii is
intended to
 represent and provide us with the calculations that support such
amounts.
Prospectus Summary
JSC Kyivstar, page 1

6. You disclose JSC Kyivstar provides several digital products and
services. Please
 revise to state the amount of revenue these products and services
generated in each
 June 20, 2025
Page 3

 period presented, consistent with your disclosures on page 141, to
clarify the
 significance of these products and services to your current operations.
Similar
 revisions should be made on pages 133, 159, and elsewhere where digital
products
 and/or services are discussed.
The Business Combination Agreement and Transaction Documents
Consideration to be Received in the Business Combination
Ownership of Kyivstar Group Ltd. Following the Closing, page 96

7. The introductory language to the table on page 97 indicates that the
table does "not"
 take into account Cohen Circle Public Warrants that will be converted
into Kyivstar
 Group LTD Warrants at closing. However, it appears you have included
such warrants
 in the table. Please explain or revise.
Unaudited Pro Forma Condensed Combined Financial Information
Equity Capitalization at Closing, page 115

8. We note your revised disclosures in response to prior comment 12. Please
revise the
 introductory paragraph and footnote (1) to the table on page 115 to also
clarify that
 the Cohen Circle Public Warrants are currently out of the money and as
such, the
 holders of Kyivstar Group Ltd Warrants that will be received upon
conversion of the
 Cohen Circle Public Warrants, may choose not to exercise such Warrants.
Unaudited Pro Forma Condensed Combined Income Statement for the Three-Month
Period
Ended March 31, 2025, page 119

9. Please revise to ensure the references in the Note columns for the
adjustments under
 scenarios 2 and 3 are correct. In this regard, it appears references to
 AA should be
 BB1, references to DD1 on the Finance costs line should be
to DD2, and
 references to CC should be to AA1. In addition, revise to
remove the Kyivstar
 Group Ltd column from your interim pro forma income statement or
explain.
Business of Kyivstar and Certain Information about Kyivstar
Overview, page 133

10. We note you revised your disclosures in response to comment 20 to now
refer to
 having over 23 million mobile "customers." In addition, you state you
are Ukraine's
 largest mobile operator by number of "subscribers" where you had over
47% of the
 market share based on the number of subscribers across Ukrainian network
providers.
 Please revise to clarify whether customers and subscribers are the same
as it relates to
 these disclosures. If not, revise to provide quantified information
regarding the
 number of subscribers to add context to your market share data.
Intention to Invest in Ukraine, page 164

11. We note your response to prior comment 15. Please revise to include the
material
 elements of your response in the registration statement. In addition, to
the extent true,
 revise your disclosure to clarify that there is no guarantee that the
full $1 billion will
 be invested in Ukraine.
 June 20, 2025
Page 4
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 172

12. We note your revised disclosures in response to prior comment 18
regarding total
 digital monthly active users. Please revise further to clarify, if true,
that these users
 generate digital services revenue and, as previously requested, state
the amount of
 such revenue for each period presented to provide context to the
measure.
13. We note your revised disclosure in response to prior comment 19
regarding the types
 of revenue excluded from the calculation of mobile ARPU. Please revise
to disclose
 why such amounts are excluded and the total amount of mobile service
revenue
 excluded for each period presented, consistent with what you note in the
response. In
 addition, you state that prior to fiscal 2024, all digital service
revenue was included in
 the revenue used to calculate Mobile ARPU. Please clarify whether ARPU
is
 calculated the same in both fiscal 2023 and 2024. To the extent the
calculations differ
 due to the inclusion of digital service revenue in one period and the
exclusion in
 another, revise to indicate as such and tell us why you have not revised
the
 calculations to present comparable measures.
Beneficial Ownership of Kyivstar Group Ltd. Securities, page 235

14. We note your response to prior comment 23 and re-issue the comment.
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. or tell us why it
is not
 required.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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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