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CORRESP
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 Kyivstar Group Ltd.

 Index Tower (East Tower)

 Unit 1703

 Dubai (DIFC)

 United Arab Emirates

 VIA EDGAR

 June
5, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
Office of Technology
 100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Aliya Ishmukhamedova

 Matthew Derby

 Melissa Kindelan

 Kathleen Collins

 Re: Kyivstar Group Ltd.

 Draft Registration Statement on Form
F-4

 Submitted April 18, 2025

 CIK: 0002062440

 Ladies and Gentlemen:

 Kyivstar Group Ltd. (" Kyivstar ")
and VEON Holdings B.V. (" VEON Holdings ") (Kyivstar and VEON Holdings, collectively, the " Registrants ")
submit this letter in response to comments of the staff (the " Staff ") of the Office of Technology, Division of Corporation
Finance of the Securities and Exchange Commission (the " Commission ") contained in its letter dated May 15, 2025 (the
" Comment Letter "), relating to the above-referenced Draft Registration Statement on Form F-4 (the " Draft Registration
Statement ").

 In order to facilitate your
review, we have restated the Staff's comments in this letter as set forth in the Comment Letter, and we have set forth the Registrants'
responses immediately below the Staff's comments.

 The Registrants are concurrently
submitting via EDGAR the Registrants' initial filing of its registration statement on Form F-4 (the " Registration Statement ").
The changes reflected in the Registration Statement include those made in response to the Staff's comments and other changes intended
to update the information set forth therein. The page numbers in the text of the Registrants' responses correspond to the page numbers
in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

 Securities and Exchange Commission
June 5, 2025
Page 2

 Draft Registration Statement on Form F-4

 Cover Page

 1. Staff comment: 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 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page accordingly.

 2. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page and throughout
to reflect that the 270,000 Private Placement Units held by Cantor were transferred to an affiliate of the Sponsors.

 3. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page accordingly.

 Frequently Used Terms, page iii

 4. Staff comment: Please revise here to define Closing
Equity Value, Cash Adjustment Excess and Cash Adjustment Shortfall.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page accordingly.

 Securities and Exchange Commission
June 5, 2025
Page 3

 Questions and Answers About the Business Combination...

 What interests do Cohen Circle's Directors
and Officers have in the Business Combination?, page xviii

 5. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and respectfully advise the Staff that the relevant pre-existing fiduciary
and contractual obligations of the Cohen Circle's officers and directors have been described in accordance with Item 1603(c) of
Regulation S-K.

 Summary of the Proxy Statement/Prospectus,
page 1

 6. Staff comment: 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.

 Response : The Registrants
respectfully acknowledge the Staff's comment and have revised their disclosure on pages xvii and xviii accordingly.

 7. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and respectfully advise the Staff that under each redemption scenario
the non-redeeming shareholders' interest per share exceeds the initial public offering price per unit of Cohen Circle.

 8. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 10 accordingly.

 Securities and Exchange Commission
June 5, 2025
Page 4

 Summary Historical Combined Financial Information
of VEON Holdings..., page 15

 9. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 16 accordingly.

 Risk Factors

 The reduced public company reporting requirements
applicable to "emerging growth companies"..., page 67

 10. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page and pages 68, 179
and 189 accordingly.

 Unaudited Pro Forma Condensed Combined Financial
Information

 Basis of Pro Forma Presentation, page 112

 11. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 114 accordingly.

 Equity Capitalization at Closing, page 114

 12. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure to reflect only the Kyivstar Group
common shares issued and outstanding immediately after closing on page 115 and throughout the Registration Statement.

 Securities and Exchange Commission
June 5, 2025
Page 5

 Pro Forma Condensed Combined Statement of Financial
Position as of December 31, 2024,

 page 116

 13. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and respectfully advise the Staff that the Pro Forma Condensed Combined
Statement of Financial Position as of March 31, 2025 and the Pro Forma Condensed Combined Income Statements for the twelve-month period
ended December 31, 2024 and for three-month period ended March 31, 2025 have been revised 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. Staff comment: 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.

 Response : The Registrants
respectfully acknowledge the Staff's comment and have revised their disclosure on page 160 to provide the available quantifiable
impact of the war. The Registrants respectfully note that while they experienced losses of up to 3.1 million subscribers in the period
from January 2022 to December 2024, it is not possible for the Registrants to provide additional quantifications for future periods, as
the circumstances behind the loss of subscribers due to the impact of war cannot be reliably ascertained.

 Intention to Invest in Ukraine, page 160

 15. Staff comment: 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."

 Response :
The Registrants respectfully advise the Staff that the intention to invest $1 billion in Ukraine between 2023 and 2027 is not in the form
of a legal or contractual commitment by either Kyivstar or VEON, but rather a nonbinding shared strategic initiative. Accordingly, there
is no formal or intended division of investments between Kyivstar and VEON. As the parent of Kyivstar, VEON may contribute towards the
$1 billion goal either directly or indirectly (i.e., by way of reinvestment through its subsidiaries, Kyivstar and UTC). Investments are,
and will be, in the ordinary course, not imposed by government, and no borrowing is required by VEON or Kyivstar, as source of funding
is 100% generated by operational cash. Contributions towards the $1 billion goal include capital expenditure spend for 2023 and 2024,
investments in energy resilience, the November 2024 acquisition by Kyivstar of 2x5 MHz spectrum in the 2100 MHz band and 40 MHz spectrum
in the 2300 MHz band at an auction held by NCEC, investing UAH 1.43 billion ($34 million), and the April 2025 acquisition by Kyivstar
of Uklon for a total consideration of $155.2 million. The Registrants have revised their disclosure on page 164 to clarify.

 Securities and Exchange Commission
June 5, 2025
Page 6

 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. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 170 and in certain other
places throughout the Registration Statement. However, the Registrants have not separately quantified each factor affecting several other
line items because the Registrants believe that public disclosure of this information could harm the Registrants' competitive position
in the marketplace by providing information to their competitors that could be used by the Registrants' competitors to the detriment
of the Registrants. The Registrants believe that the enhanced disclosure now presented in this section provides sufficient context for
investors.

 Key Performance Indicators, page 166

 17. Staff comment: Please revise to quantify each
of the key performance indicators listed here for each period presented. Refer to SEC Release 33-10751.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 172 accordingly.

 18. Staff comment: 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