SecProbe.io

October 15, 2024
Olivier Roussy Newton
Chief Executive Officer and Executive Chairman
Defi Technologies, Inc.
198 Davenport Road
Toronto, Ontario
Canada M5R 1J2
Re:Defi Technologies, Inc.
Form 40FR12B filed September 16, 2024
File No. 001-41056
Dear Olivier Roussy Newton:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter by providing the requested information. If you do not
believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Form 40FR12B
General
Please provide a comprehensive, detailed legal analysis regarding whether the
Company and each of its subsidiaries meets the definition of an “investment
company” under Section 3(a)(1)(C) of the Investment Company Act of 1940 (the
“1940 Act”). Please include in your analysis all relevant calculations under Section
3(a)(1)(C) as of the most recent fiscal quarter end, identifying each constituent part of
the numerators and denominators for each company. Please also describe and discuss
any other substantive determinations and/or characterizations of assets that are
material to your calculations.

Without limiting the generality of the foregoing question, please (i) provide factual
support and a comprehensive, detailed legal analysis addressing whether the Company
views “digital assets loaned” and “digital assets staked” to be “investment securities”
as defined under Section 3(a)(2) of the 1940 Act and (ii) provide the value of the
SOL, ADA, MATIC, FIL, ATOM, SAND, MANA, ALGO, AXS, and COTI held by 1.

October 15, 2024
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each company, which the Commission has stated have been offered and sold as
securities under the federal securities laws . In this regard, we refer you to the
complaints filed by the Securities and Exchange Commission against Binance
Holdings Limited, BAM Trading Services Inc., BAM Management US Holdings Inc.,
and Changpeng Zhao and Coinbase, Inc. and Coinbase Global, Inc.
2.Please provide a comprehensive, detailed legal analysis regarding whether the (i) the
Company (together with its consolidated subsidiaries) and (ii) any unconsolidated
subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(A)
of the 1940 Act. In your response, please address, in detail, each of the factors
outlined in Tonapah Mining Company of Nevada , 26 SEC 426 (1947) and provide
legal and factual support for your analysis of each such factor.
3.Please confirm your understanding that we may have additional comments on the
disclosure included in your registration statement and incorporated by reference in a
subsequent comment letter.
            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.
            Please contact Corey Jennings, Special Counsel, at (202) 551-3258 or Michael Coco,
Chief, at (202) 551-3253 with any other questions.
Sincerely,
Division of Corporation Finance
Office of International Corporate
Finance