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January 17, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of International Corporate Finance

Washington, D.C. 20549

Attention: Corey Jennings,
Special Counsel

 Re: Defi Technologies, Inc.

Registration
Statement on Form 40FR12B

Filed September
16, 2024

File No. 001-41056

Dear Mr. Jennings,

We write on behalf of our
client DeFi Technologies, Inc. (together with its subsidiaries on a consolidated and unconsolidated basis, herein referred to as, the
“Company”) in response to the U.S. Securities and Exchange Commission’s (the “Commission”
or the “SEC”) letter dated October 15, 2024 (the “Request”) regarding the Company’s Registration
Statement on Form 40FR12B filed with the Commission on September 16, 2024 (the “Registration Statement”). In connection
with this response to the Request, the Company is contemporaneously filing an amendment to the Registration Statement, to provide further
updates to its disclosure therein and to file additional exhibits. The Company’s responses follow below in the order of the questions
in the Request.

 1. 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 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.

The Company does not meet
the definition of an “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940, as amended (the
“Act”). Specifically, the Company is not, “engaged or proposes to engage in the business of investing,
reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding
40 per centum of the value of such issuer’s total assets…on an unconsolidated basis.” (the “40% Test”).1

1 15 U.S. Code § 80a–3(a)(1)(C).

    1

As further clarified below
and in response to Item 2, the Company’s holdings are largely comprised of non-securities digital assets (“Digital
Assets”) for the purposes of hedging its primary business activity of offering ETPs (as defined below) and therefore (1) it
is not generally engaged in the business of “investing, reinvesting, owning, holding, or trading in securities,” and (2) despite
the broad definition of “investment securities” under Section 3(a)(2) of the Act (“Investment Securities”),
the Company does not hold assets on its balance sheet that satisfy the definition of Investment Securities in an amount exceeding 40%
of the Company’s assets.2

As of the Company’s
most recent fiscal quarter end (September 30, 2024), the Company’s total assets were $928,959,248. The Company held $20,702,196
in cash and cash equivalents, $1,081,075 in amounts receivable, and $4,066,680 in prepaid expenses. In total, these assets represent approximately
2.8% of the Company’s total assets. The Company’s long-term assets include private investments, long-term digital assets,
intangible assets, and goodwill equaling approximately $96,888,298 or 10.4% of the Company’s total assets. The Company’s remaining
assets were (short-term) Digital Assets, Digital Assets loaned (“Digital Assets Loaned”), and Digital Assets staked
(“Digital Assets Staked”), equaling in the aggregate, approximately 86.8% of the Company’s total assets. Specifically,
the Company held:

 ● $227,317,209 in Digital Assets (“Balance Sheet Digital Assets”), equal to approximately
24.5% of the Company’s total assets;

 ● $38,660,569 in Digital Assets Loaned, equal to approximately 4.2% of the Company’s total assets;
and

 ● $540,243,221 in Digital Assets Staked, equal to approximately 58.2% of the Company’s total assets.

Within each of the three (3)
Digital Asset categories identified above, the Company’s holdings primarily reflect concentrated positions of underlying Digital
Assets as described below:

 ● Balance Sheet Digital Assets: Of the $227,317,209 in Balance Sheet Digital Assets, the Company’s
largest holdings are: (1) Solana (“SOL”), the native token of the Solana blockchain network, equaling approximately
48.2% of the total Balance Sheet Digital Assets; (2) Bitcoin (“BTC”), equaling approximately 26.2% of the total Balance
Sheet Digital Assets; and, (3) Ether (“ETH”), equaling approximately 9.6% of the total Balance Sheet Digital Assets.

 ● Digital Assets Loaned: Of the $38,660,569 in Digital Assets Loaned, $37,107,780 are in the form
of ETH, equaling 96% of the Digital Assets Loaned. Notably, the Commission has recognized that ETH is not a security.3

 ● Digital Assets Staked: Of the $540,243,221 in Digital Assets Staked, the Company’s largest
position is in SOL, equaling approximately 64.9% of the total Digital Assets Staked. BTC is the second largest position, equaling approximately
25.7% of the total Digital Assets Staked.4

2 15 U.S. Code § 80a–3(a)(2) (“Investment securities”
are broadly defined under Section 3(a)(2) of the Act as “all securities except (A) Government securities, (B) securities issued
by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries of the owner which (i) are not investment
companies, and (ii) are not relying on the exception from the definition of investment company in paragraph (1) and (7) of subsection
(c)”).

3 See William Hinman, Dir., SEC Div. of Corp. Fin.,
Remarks at the Yahoo Finance All Markets Summit: Digital Asset Transactions: When Howey Met Gary (Plastic) (Jun. 14, 2018) (stating,
“based on my understanding of the present state of Ether, the Ethereum network and its decentralized structure, current offers
and sales of Ether are not securities transactions.”); see also Sec. & Exch. Comm’n, Release No. 34-100224 (May
23, 2024) (SEC order approving eight Ethereum ETFs for listing on SEC-regulated exchanges); see also Sec. & Exch. Comm’n,
In the Matter of eToro USA LLC, File No. 3-22106 (Sep. 12, 2024) (the SEC indirectly indicated that Ether is not a security in a settlement
order whereby the SEC permitted a digital asset exchange to continue to offer Ether as a tradeable digital asset).

4 On or about June 2024, the Company deployed an independent
validator node on the Core Chain as part of its Infrastructure Business. Notably, the Company does not stake its BTC with
a third-party that stakes its BTC on the Company’s behalf.

    2

In light of the foregoing
Company metrics, and in recognition of the Commission’s position regarding BTC and ETH, a determination as to whether the Company
constitutes an investment company under Section 3(a)(1)(C) of the Act ultimately rests upon whether: (1) SOL constitutes a security (and
therefore an Investment Security); and (2) Digital Assets Staked and Digital Assets Loaned constitute Investment Securities. As detailed
below, the appropriate regulatory analysis overwhelmingly demonstrates that SOL is not a security (and therefore not an Investment
Security), and that the Company’s Digital Assets Staked and Digital Assets Loaned do not constitute Investment Securities.

 I. SOL is not a security under the Howey Test

Under Section 2(a)(1) of the
Securities Act of 1933 (the “Securities Act”) and Section 3(a)(10) of the Securities Exchange Act (the “Exchange
Act”), the definition of “security” includes certain enumerated instruments (e.g., stocks, bonds, etc.), as well
as “investment contracts.” Given the indisputable and obvious features of SOL and the fact that it clearly does not fall within
the other categories of “security” found within the Exchange Act definition, we focus our analysis exclusively on whether
or not SOL constitutes an “investment contract.” An investment contract is not defined in either the Securities Act or the
Exchange Act; however, the Commission and courts have long relied on the test set forth in SEC v. Howey, 328 U.S. 293 (1946) and
its progeny (the “Howey Test”) in determining whether a scheme or arrangement is an investment contract.5
Under the Howey Test, a scheme constitutes an investment contract, and thus a security, if the following four elements are met: (i) an
investment of money; (ii) in a common enterprise; (iii) with an expectation of profits; (iv) solely from the efforts of others.6
All four elements of the Howey Test must be satisfied for a scheme to be considered an “investment contract.” As described
in detail below, the Company’s purchase of SOL does not satisfy the four elements of the Howey Test. As a result, SOL maintained
on the Company’s balance sheet do not constitute Investment Securities.

 (a) An investment of money

Generally, the Commission
has taken the position that the first element of the Howey Test will be satisfied in most instances.7
This element is interpreted broadly and can be satisfied by consideration other than money, including digital assets. Given that the Company
purchased SOL using fiat currency and/or other digital assets in blind transactions that took place on one or more non-U.S. digital asset
exchanges, the first element of the Howey Test is likely satisfied.

 (b) Common Enterprise

A “common enterprise”
may be “horizontal,” “narrowly vertical,” or “broadly vertical.” A horizontal enterprise is present
when multiple investors pool funds and the profits of each investor correlate with those of the other investors. A narrow vertical common
enterprise is present when an investor’s profits are tied to a promoter. A broad vertical common enterprise is present when profits
depend on the promoter’s expertise. Another common enterprise test is the “risk capital test”, which considers: (1)
if the funds are being raised for a business venture, (2) if the transaction is presented to the public at large, (3) if investors are
substantially powerless to influence the success of the venture, and (4) if the investors’ money is at risk because it is not sufficiently
secured.8 While there may be arguments that a particular
investment in certain digital assets would not constitute a common enterprise (in the context of decentralized platforms, for instance),
it is likely that a common enterprise would likely be found for most digital assets under at least one of the aforementioned tests. The
SEC Framework states that most digital assets the Commission has analyzed involved a common enterprise.9

Applied here to the SOL token,
it is likely that this element is satisfied because of the existence of horizontal commonality due to the value of SOL largely being derived
from the success and growth of the Solana Network. Additionally, at the time SOL tokens were issued in primary sales, a common enterprise
was likely established because the funds were raised from the public for the development of the Solana Network and purchasers had little
influence on the success of the network, but risked funds due to not being sufficiently secured.10

5 SEC v. W.J. Howey Co., 328 U.S. 293 (1946).

6 Id.

7 See SEC Strategic Hub for Innovation and Financial
Technology, Framework for “Investment Contract” Analysis of Digital Assets. April 14, 2021, available at https://www.sec.gov/files/dlt-framework.pdf
(referred to as the “SEC Framework”).

8 See Silver Hills Country Club v. Sobieski, 55 Cal.
2d 811 (1961).

9 SEC Strategic Hub for Innovation and Financial Technology,
Framework for “Investment Contract” Analysis of Digital Assets, citing In re Barkate, 57 S.E.C. 488, 496 n.13
(Apr. 8, 2004).

10 We note that it may be appropriate to re-assess whether a
common enterprise exists under the risk-capital test given the sufficient decentralization of the Solana Network and the substantial
influence holders of SOL can have on the successful development and/or operations of the Solana Network.

    3

 (c) Expectation of profits derived solely from the efforts of others

Typically, it is each of the
‘expectation of profits,’ and ‘efforts of others’ elements of the Howey Test upon which a securities determination
hinges. The SEC Framework suggests that both of these prongs should be read together, and so we address both collectively here. The expectation
of profits alone does not create a security; however, the passive expectation of profits from the efforts of others is a defining feature
of a security.

The SEC Framework suggests
that the presence of the following features may be indicia that a purchaser of a Digital Asset would have “reasonable expectations
of profits” under the Howey Test if the token, among other things: (1) gives the purchaser rights to share in the enterprise’s
income or profits or to realize gain from capital appreciation of the token; (2) is transferable or traded on a token trading platform,
or expected to be traded on such a platform in the future; (3) is targeted broadly to purchasers, rather than targeted to those likely
to utilize the token for its intended purpose on the network; (4) is sold in quantities indicative of investment rather than intended
usage; (5) is priced with limited correlation between the initial purchase price of the token and the market price of the goods or services
that may be obtained in exchange for the token; and (6) is marketed or promoted in a way that would suggest the success of the enterprise
is dependent on the expertise and development efforts of the company.11

The SEC Framework further
suggests that the presence of significant developer involvement in and control over furthering the development of the network and providing
avenues for liquidity for the token may be indicia that a purchaser of a token is acting in reliance on the efforts of others. The SEC
Framework also focuses on the financial incentive for developers to build the network, including whether tokens were distributed to the
management team or if developers retained a portion of the digital assets for the opportunity to realize capital appreciation. The Commission
has also stated that the efforts of others prong may be met if the token developer or a third-party sponsor or promotes the creation and
sale of the token, retains a portion of the total token pool, and raises funds in excess of what may be needed to establish a functional
network.12

11 We have extracted key highlights from the SEC Framework most
applicable to this analysis. For a complete list of the characteristics and features described by the SEC, see the link provided in footnote
5.

12 See Digital Asset Transactions: When Howey Met Gary (Plastic),
(Jun. 14, 2018) (oral statement of Will Hinman, Director, Division of Corporation Finance, Securities and Exchange Commission), available
at https://www.sec.gov/news/speech/speech-hinman-061418.

    4

Ultimately, the final prongs
of the Howey Test are not satisfied given the fact that the Solana Network was, and is, sufficiently decentralized to the extent
that purchasers of SOL tokens through secondary market transactions do not expect profits from t