SecProbe.io

February 19, 2025
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
Amended on January 17, 2025
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 and any amendment you may file in response to this
letter, we may have additional comments.
Response to our comments dated October 15, 2024
Response to comment 1, page 1
Please confirm whether the response provided to our comment 1 is based on an
unconsolidated analysis, as required by Section 3(a)(1)(C) of the Investment
Company Act of 1940 (the “1940 Act”). To the extent that it was not, we reissue our
prior comment and request that you:

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). In your analysis, please include 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. To the
extent not previously provided, please also describe and discuss any other
substantive determinations and/or characterizations of assets that are material to •1.

February 19, 2025
Page 2
your calculations”; and
•Provide the value of the SOL, ADA, MATIC, FIL, ATOM, SAND, MANA,
ALGO, AXS, and COTI (collectively, the “Listed Assets”) held by each
company.
2.In connection with your response to the above comment, please (i) expand on analysis
of loans to address whether they meet definition of a security because they are “notes”
or “evidence of indebtedness” as referenced in Section 2(a)(36) of the 1940 Act and
(ii) to the extent not addressed in your response to the preceding question, describe the
calculation underlying your statement, provided in your Form 40-F/A, that “[a]s of
June 30, 2024, approximately 5.154% of the value of our total unconsolidated assets,
exclusive of cash items, consisted of securities as defined in Section 2(a)(36) of the
Investment Company Act.”
Response to comment 2, page 10
3.In your analysis of the company under the Tonopah test, please expand your analysis
as follows:

•With respect to the Company’s analysis of the nature of its assets, identify the
amount and types of any assets held by the Company, on a consolidated basis, that
the Company believes are securities. In addition, to the extent different, please
identify the amount of Listed Assets held by the Company on a consolidated
basis.
•With respect to the Company’s analysis of its income, identify the amount and
types of any income—whether realized or unrealized—deriving from assets that
the Company believes are securities. In addition, to the extent different, please
identify the amount of any income derived from loans or gains in Listed Assets
held by the Company on a consolidated basis.
•With respect to the Company’s analysis of the activities of its officers and
directors, on a consolidated basis, clarify these responses to specifically identify
time spent on the arbitrage business and VC business. In addition, please ensure
that your response addresses directors and employees of the Company, on a
consolidated basis, in addition to its officers.
Form 40FR12B/A filed January 17, 2025
Risk Factors
If we are deemed an 'investment company' subject to regulation... , page 14
4.Please propose revisions to this risk factor to identify the importance of your
characterization of SOL as a non-security digital asset to your conclusions under
sections 3(a)(1)(A) and 3(a)(1)(C).
            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.

February 19, 2025
Page 3
            Please contact Corey Jennings at 202-551-3258 or Michael Coco at 202-551-3253
with any other questions.
Sincerely,
Division of Corporation Finance
Office of International Corporate
Finance