SecProbe.io

CORRESP
 1
 filename1.htm

 Kyivstar Group Ltd.

 Index Tower (East Tower)

 Unit 1703

 Dubai (DIFC)

 United Arab Emirates

 July 18, 2025

 VIA EDGAR AND E-MAIL

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Aliya Ishmukhamedova

 Matthew Derby

 Melissa Kindelan

 Kathleen Collins

 Re: Kyivstar Group Ltd.

 Registration
Statement on Form F-4 (File No. 333-287802)

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), we hereby request
acceleration of the effective date of the Registration Statement on Form F-4 (File No. 333-287802), as amended (the " Registration
Statement ") of Kyivstar Group Ltd. (the " Kyivstar ") and VEON Holdings B.V. (" VEON
Holdings ") (Kyivstar and VEON Holdings, collectively, the " Registrants "). We respectfully request
that the Registration Statement become effective as of 4:01 p.m., Eastern Time, on July 22, 2025, or as soon as practicable thereafter.
In making this acceleration request, the Registrants acknowledge that they are aware of their responsibilities under the Act. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling
Yoseph Choi at +44.20.7710.4593.

 Thank you for your assistance in this matter.

 [ signature page follows ]

 Very truly yours,

 KYIVSTAR GROUP LTD.

 By:
 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Executive Chairman and Director

 VEON HOLDINGS B.V.

 By:
 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Executive Chairman and Director

 By:
 /s/ Maciej Wojtaszek

 Name:
 Maciej Wojtaszek

 Title:
 Director

 cc: (via email)
Jennifer M. Gascoyne, Latham & Watkins LLP
Yoseph Choi, Latham & Watkins LLP
Rahul Patel, Morgan, Lewis & Bockius LLP

CORRESP
 1
 filename1.htm

 Kyivstar Group Ltd.

 Index Tower (East Tower)

 Unit 1703

 Dubai (DIFC)

 United Arab Emirates

 VIA EDGAR
 July 17, 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.

 Amendment No. 2 to Registration Statement on Form F-4

 Filed July 10, 2025

 File No. 333-287802

 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 July 15, 2025 (the
" Comment Letter "), relating to the above-referenced Amendment No. 2 to the Registration Statement on Form F-4 (the
" 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 have revised
the Registration Statement in response to the Staff's comments and are submitting an Amendment No. 3 to the Registration Statement
(" Amendment No. 3 ") concurrently with this letter, which reflects the revisions and clarifies certain other information
set forth therein. The page numbers in the text of the Registrants' responses correspond to the page numbers in Amendment No. 3.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3.

 Securities and Exchange Commission

 July 17, 2025

 Page 2

 Amendment No. 2 to Registration Statement on
Form F-4

 Cover Page

 1. Staff comment: Please revise your reference to the 2,155,000 Cohen Circle Class B Ordinary Shares held by the Sponsors
that will be surrendered or that are referred to as "Forfeited Sponsor Shares," to instead refer to 2,609,647 shares, consistent
with your disclosures elsewhere. Similar revisions should be made to pages 4, 11 and 97.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page and pages 4, 11
and 97 accordingly.

 Notes to Unaudited Pro Forma Condensed Combined
Financial Information

 Adjustments to the unaudited pro forma condensed
combined financial information, page 126

 2. Staff comment: Please revise the number of shares to be issued in the description of adjustments B2, B3, and B4 to be
consistent with those reflected in the table on page 116.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 126 accordingly.

 Cohen Circle fair value, page 128

 3. Staff comment: We note at closing, 757,745 of Kyivstar Group common shares will be issued to the holders of Cohen Circle
Class A Ordinary Shares who are parties to the Non- Redemption Agreement. Please tell us how you reflected the issuance of these incentive
shares in the pro forma financial statements and the specific accounting guidance you relied upon. To the extent such shares are included
in the excess of fair value of consideration over Cohen Circle's net assets calculations, revise the table on page 128 to clarify as such.
In addition, tell us what the 4,426,162 in footnote * represents and provide us with your calculations that support the Class A amounts
under each redemption scenario.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised the disclosures on page 128 accordingly. The
Registrants respectfully advise the Staff that the issuance of the 757,745 Kyivstar Group common shares to the holders of Cohen
Circle Class A Ordinary Shares who are parties to the Non-Redemption Agreements (the "NRA Shares") has now been
reflected within the estimated fair value of Kyivstar Group Ltd.'s equity instruments for purposes of calculating the
share-based payment expense to be incurred as a stock exchange listing service in accordance with IFRS 2. The share-based payment
expense represented by such stock exchange listing service is based on the difference in the estimated fair value of Kyivstar Group
Ltd.'s equity instruments over the fair value of identifiable net assets of Cohen Circle. The Registrants have determined
that, for purposes of presenting pro forma financial information for the combined companies, it is appropriate for the fair value of
the NRA Shares to be reflected in the estimated fair value of Kyivstar Group Ltd.'s equity instruments such that it is taken
into account when calculating the share-based payment expense pursuant to IFRS 2.

 Securities and Exchange Commission

 July 17, 2025

 Page 3

 We hope that the foregoing
has been responsive to the Staff's comments. If you have any questions related to this letter, please contact Jennifer M. Gascoyne
(by telephone at +44.20.7710.1029 or by email at Jennifer.Gascoyne@lw.com).

 Sincerely,

 KYIVSTAR GROUP LTD.

 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Executive Chairman and Director

 VEON HOLDINGS B.V.

 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Director

 /s/ Maciej Wojtaszek

 Name:
 Maciej Wojtaszek

 Title:
 Director

 VIA EDGAR

 cc:
 Jennifer M. Gascoyne

 Latham & Watkins LLP

 Rahul Patel

 Morgan, Lewis & Bockius LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 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.
 Amendment No. 2 to Registration Statement on Form F-4
 Filed July 10, 2025
 File No. 333-287802
Dear Kaan Terzioglu and Kaan Terzioglu:

 We have reviewed your amended 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, any references to prior comments are to comments in our July 3, 2025
letter.

Amendment No. 2 to Registration Statement on Form F-4
Cover Page

1. Please revise your reference to the 2,155,000 Cohen Circle Class B
Ordinary Shares
 held by the Sponsors that will be surrendered or that are referred to as
"Forfeited
 Sponsor Shares," to instead refer to 2,609,647 shares, consistent with
your disclosures
 elsewhere. Similar revisions should be made to pages 4, 11 and 97.
 July 15, 2025
Page 2

Notes to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to the unaudited pro forma condensed combined financial
information, page 126

2. Please revise the number of shares to be issued in the description of
adjustments B2,
 B3, and B4 to be consistent with those reflected in the table on page
116.
Cohen Circle fair value, page 128

3. We note at closing, 757,745 of Kyivstar Group common shares will be
issued to the
 holders of Cohen Circle Class A Ordinary Shares who are parties to the
Non-
 Redemption Agreement. Please tell us how you reflected the issuance of
these
 incentive shares in the pro forma financial statements and the specific
accounting
 guidance you relied upon. To the extent such shares are included in the
excess of fair
 value of consideration over Cohen Circle's net assets calculations,
revise the table on
 page 128 to clarify as such. In addition, tell us what the 4,426,162 in
foonote *
 represents and provide us with your calculations that support the Class
A amounts
 under each redemption scenario.
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Kyivstar
Group Ltd.

 Index
Tower (East Tower)

 Unit
1703

 Dubai
(DIFC)

 United
Arab Emirates

 July 10, 2025

 VIA EDGAR

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

 Attention:
 Aliya Ishmukhamedova
 Matthew Derby
 Melissa Kindelan
 Kathleen Collins

 Re: Kyivstar
 Group Ltd. Amendment
 No. 1 to Registration Statement on Form F-4

 Filed
June 24, 2025

 File
No. 333-287802

 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 July 3, 2025 (the " Comment Letter "), relating to the above-referenced Amendment No.
1 to the Registration Statement on Form F-4 (the " 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 have revised the Registration Statement in response to the Staff's comments and are submitting an Amendment No. 2
to the Registration Statement (" Amendment No. 2 ") concurrently with this letter, which reflects the revisions and
clarifies certain other information set forth therein. The page numbers in the text of the Registrants' responses correspond
to the page numbers in Amendment No. 2. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them
in Amendment No. 2.

 Securities and Exchange Commission

 July 10, 2025

 Page 2

 Amendment
No. 1 to Registration Statement on Form F-4

 Questions and
Answers About the Business Combination...

 What
are the possible sources and the extent of dilution..., page xviii

 1. Staff
 commen t:
 We note your revised disclosure in response to prior comment 5 as it relates to the change
 in net tangible book value per share attributable to Cohen Circle shareholders. Please further
 revise your disclosures as follows:

 ● Remove
 the change in net tangible book value per share information from the dilution table on page
 xviii.

 ● Revise
 to include an introductory paragraph to the first table on page xix explaining what the table
 is intended to convey.

 ● Move
 the paragraph immediately preceding the first table on page xix to precede the second table
 on that page, which is the table that your current disclosure describes.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on pages xvii to xix
accord ingly.

 Summary
of the Proxy Statement/Prospectus

 JSC
Kyivstar, page 1

 2. Staff
 comment: We note your revised disclosures in response to prior comment 6. Please
 further revise here to state the total amount of revenue JSC Kyivstar generated and the amount
 not attributable to digital products and services (i.e. mobile services, including voice,
 message and wireless internet and fixed-line telecommunications). Also, revise to remove
 any reference to revenue generated by Uklon in fiscal 2023 and 2024, which is prior to the
 April 2025 acquisition.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 1 and throughout
accordingly.

 Kyivstar
Management's Discussion and Analysis of Financial Condition and Results of Operations

 Key
Performance Indicators

 Mobile
customers, page 175

 3. Staff
 comment: We note your revised disclosures in response to prior comment 10. Please
 further revise to indicate here, if true, that subscribers are the same as customers, since
 you still refer to subscribers throughout.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 175 accordingly.

 Securities and Exchange Commission

 July 10, 2025

 Page 3

 We
hope that the foregoing has been responsive to the Staff's comments. If you have any questions related to this letter, please contact
Jennifer M. Gascoyne (by telephone at +44.20.7710.1029 or by email at Jennifer.Gascoyne@lw.com).

 Sincerely,

 KYIVSTAR GROUP LTD.

 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Executive Chairman and Director

 VEON HOLDINGS B.V.

 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Director

 /s/ Maciej Mojtaszek

 Name:
 Maciej Wojtaszek

 Title:
 Director

 VIA EDGAR

 cc:
 Jennifer M. Gascoyne

 Latham & Watkins LLP

 Rahul Patel
 Morgan, Lewis & Bockius LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 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.
 Amendment No. 1 to Registration Statement on Form F-4
 Filed June 24, 2025
 File No. 333-287802
Dear Kaan Terzioglu and Kaan Terzioglu:

 We have reviewed your amended 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, any references to prior comments are to comments in our June 20,
2025 letter.

Amendment No. 1 to Registration Statement on Form F-4
Questions and Answers About the Business Combination...
What are the possible sources and the extent of dilution..., page xviii

1. We note your revised disclosure in response to prior comment 5 as it
relates to the
 change in net tangible book value per share attributable to Cohen Circle
shareholders.
 Please further revise your disclosures as follows:
 July 3, 2025
Page 2

 Remove the change in net tangible book value per share information
from the
 dilution table on page xviii.
 Revise to include an introductory paragraph to the first table on
page xix
 explaining what the table is intended to convey.
 Move the paragraph immediately preceding the first table on page
xix to precede
 the second table on that page, which is the table that your current
disclosure
 describes.
Summary of the Proxy Statement/Prospectus
JSC Kyivstar, page 1

2. We note your revised disclosures in response to prior comment 6. Please
further revise
 here to state the total amount of revenue JSC Kyivstar generated and the
amount not
 attributable to digital products and services (i.e. mobile services,
including voice,
 message and wireless internet and fixed-line telecommunications). Also,
revise to
 remove any reference to revenue generated by Uklon in fiscal 2023 and
2024, which
 is prior to the April 2025 acquisition.
Kyivstar Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Performance Indicators
Mobile customers, page 175

3. We note your revised disclosures in response to prior comment 10. Please
further
 revise to indicate here, if true, that subscribers are the same as
customers, since you
 still refer to subscribers throughout.
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Kyivstar Group Ltd.

 Index Tower (East Tower)

 Unit 1703

 Dubai (DIFC)

 United Arab Emirates

 June 24, 2025

 VIA EDGAR

 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.

 Registration Statement on Form F-4

 Filed June 5, 2025

 File No. 333-287802

 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 June 20, 2025 (the
" Comment Letter "), relating to the above-referenced Registration Statement on Form F-4 (the " 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 have revised
the Registration Statement in response to the Staff's comments and are submitting an amendment to the Registration Statement (the
" Amendment ") concurrently with this letter, which reflects the revisions and clarifies certain other information set
forth therein. The page numbers in the text of the Registrants' responses correspond to the page numbers in the Amendment. Unless
otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

 Securities and Exchange Commission June 24, 2025 Page 2

 Draft Registration Statement on Form F-4

 Cover Page

 1. Staff comment: 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 this share transfer
(along with any related agreements) in Cohen Circle's subsequent events footnote.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page, page F-41 and throughout
accordingly.

 2. Staff comment: 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.

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

 Frequently Used Terms, page iii

 3. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on the cover page and under Frequently
Used Terms beginning on page iii accordingly.

 Securities and Exchange Commission June 24, 2025 Page 3

 Questions and Answers About the Business Combination...

 Did the Cohen Circle Board obtain a third-party
valuation..., page xv

 4. Staff comment: 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.

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

 What are the possible sources and the extent
of dilution..., page xvii

 5. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on pages xvii and xviii accordingly.
In addition, the Registrants respectfully advise the Staff that the "change in net tangible book value per share attributable to
Cohen Circle shareholders" corresponds to the difference between net tangible book value per share as of March 31, 2025 of $(1.29)
and the net tangible book value per share, as adjusted, of $7.45, $5.66 and $2.99 for scenario 1, scenario 2 and scenario 3, respectively.

 Prospectus Summary

 JSC Kyivstar, page 1

 6. Staff comment: 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 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on pages 1, 2, 134, 135, 161 and throughout
accordingly.

 Securities and Exchange Commission June 24, 2025 Page 4

 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. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 98 accordingly.

 Unaudited Pro Forma Condensed Combined Financial
Information

 Equity Capitalization at Closing, page 115

 8. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 116 accordingly.

 Unaudited Pro Forma Condensed Combined Income
Statement for the Three-Month Period

 Ended March 31, 2025, page 119

 9. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 120 accordingly.

 Business of Kyivstar and Certain Information
about Kyivstar

 Overview, page 133

 10. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and respectfully advise the staff that customers and subscribers are
the same as it relates to the disclosures. The Registrants have revised their disclosure on pages 134, 144 and 161 accordingly.

 Securities and Exchange Commission June 24, 2025 Page 5

 Intention to Invest in Ukraine, page 164

 11. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 165 accordingly.

 Management's Discussion and Analysis of Financial
Condition and Results of Operations

 Key Performance Indicators, page 172

 12. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 174 accordingly.

 13. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and have revised their disclosure on page 174 and
175 accordingly.

 Beneficial Ownership of Kyivstar Group Ltd.
Securities, page 235

 14. Staff comment: 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.

 Response :
The Registrants respectfully acknowledge the Staff's comment and respectfully advise the Staff that the board of directors of
VEON Amsterdam B.V. have direct voting and disposition powers with respect to the securities owned by VEON Amsterdam B.V. As of the
date of hereof, the board of directors of VEON Amsterdam B.V. comprises the following members: Kaan Terzioğlu (Chief
Executive Officer of the VEON Group), Maciej Bogdan Wojtaszek (Deputy Chief Financial Officer of the VEON Group) and Asghar Jameel
(Chief People Officer of the VEON Group). As the sole shareholder of VEON Amsterdam B.V., VEON Ltd. and its board of directors have
indirect voting and disposition powers with respect to the securities owned by VEON Amsterdam B.V. As of the date of hereof, the
board of directors of VEON Ltd. comprises the following members: Augie K. Fabela II, Andrei Gusev, Sir Brandon Lewis, Duncan Perry,
Michael R. Pompeo, Michiel Soeting and Kaan Terzioğlu. The disclosure on page 240 has been revised accordingly.

 Securities and Exchange Commission June 24, 2025 Page 6

 We hope that the foregoing
has been responsive to the Staff's comments. If you have any questions related to this letter, please contact Jennifer M. Gascoyne
(by telephone at +44.20.7710.1029 or by email at Jennifer.Gascoyne@lw.com).

 Sincerely,

 KYIVSTAR GROUP LTD.

 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Executive Chairman and Director

 VEON HOLDINGS B.V.

 /s/ Kaan Terzioğlu

 Name:
 Kaan Terzioğlu

 Title:
 Director

 /s/ Maciej Wojtaszek

 Name:
 Maciej Wojtaszek

 Title:
 Director

 VIA EDGAR

 cc:
 Jennifer M. Gascoyne

 Latham & Watkins LLP

 Rahul Patel

 Morgan, Lewis & Bockius LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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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