SecProbe.io

September 30, 2025
Joseph Onorati
Chief Executive Officer
DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487
Re:DeFi Development Corp.
Registration Statement on Form S-1
Filed September 16, 2025
File No. 333-290297
Dear Joseph Onorati:
            We have conducted a limited review of 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.
Registration Statement on Form S-1
Prospectus Summary
Our Company
Digital Asset Treasury Strategy, page 1
1.You disclose that your new treasury policy updated your treasury management to
"include digital assets, starting with SOL" and that "[m]anagement intends to focus on
accumulating digital assets, focusing on SOL, and holding it long-term." Please
expand to discuss your intentions to acquire other crypto assets, if any. To the extent
you intend to acquire a material amount of other crypto assets, please add a section
that addresses the characteristics of such crypto assets and the network on which they
exist as well as any material risks related to your investment therein. If management
does not currently have any such plans, please so state.

September 30, 2025
Page 2
Digital Asset Treasury Strategy Revenue, page 2
2.We note your disclosure that "[w]e derive revenue from our digital asset treasury
strategy through delegating a portion of our digital asset holdings with third-party
validators… Additionally, we earn validator revenue from participating in the Solana
network through creating and validating transactions using our owned validators."
Please revise to address the following points:
•Quantify the portions of your crypto asset holdings that are allocated to your
owned validator nodes and to third-party nodes, respectively.
•Expand your disclosure to quantify the costs of operating your own validator
nodes and address how and whether such operations have a material impact on
your profitability.
•Quantify the amount of SOL that is staked to your owned validator nodes by third
parties.
3.We note your disclosure that "[i]n exchange for staking our digital assets, we receive
approximately 10% of the validators' total earned rewards in the form of SOL, net of
commission fees." Please revise to discuss how such amount that you receive is
determined. Also, please revise to explain how the validators' total earned rewards in
the form of SOL is determined and calculated and quantify the approximate amount of
the validators' commission fees you reference.
Business
Description of Our Segments
Digital Asset Treasury Strategy, page 26
4.Please expand your disclosure to describe your plan of operation for the next 12
months by disclosing:
•The amount and proportions of SOL and/or other crypto assets you have
purchased or intend to purchase;
•The amount of capital you intend to raise through equity issuances and debt
financing for such acquisitions. In this regard, we note your disclosure on page 27
that you use proceeds primarily from financing activities that consist of equity
issuances and debt financing to acquire SOL; and
•An estimated timeline for building your digital asset treasury over this time
period.
We note your disclosure that "[w]e delegate ('stake') a portion of our digital assets,
primarily locked SOL, with third party validators… In some cases, we jointly own
and operate validators alongside ecosystem partners to further align our treasury
strategy with the broader Solana network." Please revise to provide a materially
complete description of your staking program. In this regard, please address each of
the following points with respect to your (i) delegated staking activities with third
party providers and (ii) staking activities conducted through your owned validators
that you operate, as applicable:
•State whether you have any target percentage of your SOL holdings that you
stake.
•Describe in greater detail the mechanics of the staking process.5.

September 30, 2025
Page 3
•Disclose the material terms of your agreements with your staking providers, and
summarize the responsibility and duties of the staking providers thereunder.
•Describe your plans with respect to the use of proceeds from staking rewards.
•Disclose with specificity the bonding and unbonding periods associated with
staking SOL, discuss how they affect liquidity and disclose the material terms of
any policies and procedures you have in place to manage liquidity in this regard.
6.Please expand your disclosure to describe the policies and procedures you have in
place or intend to adopt that govern when you exchange cash for crypto assets and
when you monetize your crypto assets. Disclose whether you have policies or will
establish policies governing the percentage of your treasury holdings that will be
SOL. In addition, please disclose whether you intend to hedge your exposure to SOL
and, if so, please describe your hedging strategy. Further, provide related risk factor
disclosure, if material and to the extent applicable.
7.On page 27, you disclose that you "rely on various counterparties which includes,
among others, Kraken, BitGo and Galaxy, to safeguard [your] digital asset holdings
and execute trading on [your] behalf." Please supplementally confirm whether you
have disclosed the identities of the material counterparties in this regard. With respect
to each material counterparty, please describe the material terms of your agreement(s),
including, without limitation, the term and termination provisions, and file the same as
exhibits to your registration statement, if required by Item 601 of Regulation S-K. For
any material counterparty that provides custodial services for your crypto assets,
please also disclose:
•The proportion of private keys that are held in hot, warm or cold storage;
•Whether your assets are held in segregated accounts;
•The identity of entities that have access to the custodied assets;
•Whether any entity is responsible for verifying the existence of your crypto assets;
•Whether and to what extent the third-party custodian carries insurance for any
losses of the crypto assets it custodies for you; and
•Where the custodian is chartered and how it is regulated.
8.We note your disclosure on page 27 that, "Kraken accounts for approximately 95% of
our trading volume and approximately 30% of our digital assets holding are at both
BitGo and Galaxy." Please revise to clarify the approximate percentage of your crypto
asset holdings that are held at each material third party custodian, respectively.
Solana Network, page 28
9.Please revise this section to provide greater detail describing SOL and the Solana
blockchain, including:
•The market capitalization and average daily trading volume of SOL;
•The past and current supply of SOL;
•The launch date of SOL and the Solana blockchain; and
•The governance of the Solana blockchain.

September 30, 2025
Page 4
10.We note your disclosure that the Solana network enables users to instantly send
money globally, trade digital assets, utilize smart contracts, and buy or sell fungible
and non-fungible tokens. Please revise to quantify or otherwise describe the nature
and level of activity for each of these identified use cases, and quantify the number of
active developers on the Solana network as of the most recent practicable date, to the
extent known.
            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 David Gessert at 202-551-2326 or David Lin at 202-551-3552 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Allison C. Handy, Esq.