SecProbe.io

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 May 21, 2025

Sam Tabar
Chief Executive Officer
WhiteFiber, Inc.
31 Hudson Yards, Floor 11, Suite 30
New York, NY 10001

 Re: WhiteFiber, Inc.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted May 5, 2025
 CIK No. 0002042022
Dear Sam Tabar:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our March 3, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1

1. We note your disclose that the the MTL-2 data center is "expected to be
completed
 and operational by the end of the third quarter of 2025," that MTL-3 has
a "targeted
 go-live data of late third quarter 2025," and that the "initial capacity
for NC-1 will be
 energized late in the fourth quarter 2025." Please revise your
disclosure to clarify the
 significance of these milestones by describing the phases of development
remaining to
 achieve the profit margins that you disclose.
 May 21, 2025
Page 2

Risk Factors, page 17

2. Please add a separately-captioned risk factor plainly explaining to
investors that,
 unlike many companies that operate data centers, you are not a REIT.
Discuss the
 implications of this, including the specific features and benefits of
REITs that will not
 be available to investors and describe the enhanced disclosure
requirements applicable
 to some REITs that will not apply to you.
Business, page 76

3. Please revise to clarify the sources of your expected data center MW
capacity.
 Specifically:
 Clarify the expected capacity of the MTL-3 data center. The
statement that you
 "are aggressively pursuing [y]our development pipeline and expect to
add 12 MW
 (gross) of capacity, inclusive of the MTL-2 and MTL-3 sites, for
total capacity of
 16 MW (gross), by the end of the third quarter of 2025" seems to
imply that
 MTL-3 will have a capacity of 7 MW (gross), based on your disclosure
of 4 MW
 (gross) for MTL-1 and 5 MW (gross) for MTL-2.
 Explain the sources of the targeted aggregate HPC data center
capacity of 32 MW
 by the end of 2025. If you expect to have a total capacity of 16 MW
(gross) by the
 end of the third quarter of 2025, and the NC-1 facility will add an
initial capacity
 of 24 MW (gross), it is unclear why your targeted HPC data center
capacity is 32
 MW by the end of 2025, assuming the source of the additional
capacity will come
 from NC-1.
 Explain the sources of your intended estimated 80 MW (gross)+ of
total HPC data
 center capacity by the end of 2026.
4. We note your response to prior comment 3. Please disclose the material
terms of any
 agreement or arrangement under which you purchase energy for your data
centers. For
 example, we note from your response letter that at MTL-1, you obtain
your hydro
 power through the landlord, who recharges directly based on actual
consumption,
 that the rate is a standard rate offered with no fixed term, that the
landlord owns the
 building complex and does not have a separate power entrance exclusively
for
 Enovum, and that in the province of Quebec where MTL-1, MTL-2, and MTL-3
are
 located, all of the hydroelectric power is provided by a crown
corporation, Hydro
 Quebec, which has predetermined rates depending on the customers
industry and
 based on the power demand. Further disclose the actual rates you are
charged under
 these and any other arrangements.
5. Please revise to explain the basis for your disclosed "average build
time for retrofits."
 Specifically, explain which of your facilities this is based upon. In
that regard we note
 that you acquired your MTL-1 facility as "fully operational and fully
leased to
 customers." It also appears that you are the lessee of your Iceland
facility.
Reorganization and Relationship with Bit Digital, page 77

6. We note your disclosure that "While WhiteFiber may provide data center
or cloud
 services to operators in the bitcoin or the cryptocurrency ecosystem,
WhiteFiber does
 not have any businesses that are otherwise tied to bitcoin or the
cryptocurrency
 May 21, 2025
Page 3

 ecosystem" and a similar statement on page 2. Please revise to explain
specifically
 what services you provide or may provide to "operators in the bitcoin or
the
 cryptocurrency ecosystem." As an additional matter, please reconcile
your statement
 on page 35 that "WhiteFiber is not operating in the crypto mining
business" with your
 reference on page 29 to "colocation customers who are crypto miners." If
customers
 use your machines for crypto asset mining, please disclose the material
terms of how
 you are compensated under such arrangements.
Transition Services Agreement, page 107

7. Please revise to disclose all material terms of the Transition Services
Agreement,
 including but not limited to the aggregate fees payable for services
under the
 agreement and the maximum amount of Bit Digital liability under the
agreement.
Notes to Combined Financial Statements
13. Segment Reporting, page F-24

8. Please revise to include the entity-wide disclosures by geographic
location required by
 ASC 280-10-50-41.
Exhibits

9. Please file the following agreements as exhibits to your registration
statement or tell
 us why any particular agreement is not required to be filed pursuant to
Item
 601(b)(10) of Regulation S-K:
 Your 5 MW (gross) colocation agreement with Cerebras Systems;
 Your agreement evidencing your credit approval for up to a CAD $60
million
 debt financing with the Royal Bank of Canada; and
 Your Master Services Agreement with an AI Compute Fund managed by
DNA
 Holdings.
10. Please revise the exhibit index to include active hyperlinks to each
filed exhibit, as
 required by Item 601(a)(2) of Regulation S-K.
 Please contact Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or Irene Paik at 202-551-6553 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Elliot Lutzker
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