SecProbe.io

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 June 23, 2025

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

 Re: WhiteFiber, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted June 9, 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 May 21, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form S-1
General

1. We note your response to prior comment 6. If you do not intend to
provide services to
 the crypto asset industry, please address the following:
 Tell us why you include the statement "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 ecosystem" on page 85.
 Explain to us how the statement "Further, there have been limited
precedents for
 the financial accounting of crypto assets and related valuation and
revenue
 June 23, 2025
Page 2

 recognition, and no official guidance has been provided by the FASB
or the SEC"
 on page 35 is relevant to your business.
2. Please provide consistent disclosure regarding the anticipated
development of your
 facilities. In that regard:
 Disclosure on pages 1, 67, and 84 indicates that you expect the
MTL-2 data center
 to be completed and operational "in the first quarter of 2026,"
however page 3
 states that you expect MTL-2 to be "completed and operational early
in the fourth
 quarter of 2025."
 Disclosure on pages 1 and 84 indicates that you expect MTL-3 to be
 "operational by the end of the first quarter of 2026," however
pages 3 and 67 state
 that the facility is "expected to be operational by the end of
2025" and has "a
 targeted go-live date of the end of 2025," respectively.
 Page 7 states that you intend to complete your MTL-2, MTL-3 and NC-1
projects
 "in or about early in the fourth quarter of 2025," but page 93
states that you intend
 to complete them "late in the fourth quarter of 2025."
 Page 1 states that "[a]n additional 16 MW (gross) of capacity for
NC-1 is
 expected to be rolled out in the second quarter of 2026," but page
84 states that
 this will be an additional 24 MW (gross).
 It is also not clear what the statement "by the end of 2025" on pages 7
and 93 is
 referring to. Please revise for clarity.
Overview, page 1

3. We note your response to prior comment 1. You disclose that the MTL-2,
MTL-3 and
 NC-1 facilities are being constructed in parallel through commissioning.
You also
 state that you estimate the NC-1 site will begin to generate revenue in
May 2026.
 Please revise to clarify whether this means that you estimate that the
MTL-2 and
 MTL-3 facilities will also begin to generate revenue in May 2026, or if
you have a
 different expectation.
4. Please revise the last paragraph on page 3 to clarify what the statement
"the above-
 described purchase" refers to.
5. We note your disclosure that you intend to achieve an estimated 76 MW
(gross)+ of
 total HPC data center capacity by the end of 2026, a target that is
underpinned by
 assets "already under [y]our control, including [y]our MTL-2, MTL-3, and
NC-1
 facilities." We also note your disclosure that MTL-3 is "[s]ubject to
the Company's
 landlord consummating the acquisition of the property, which is expected
to occur
 prior to the end of 2025." Please revise your disclosure to reconcile
this discrepancy.
Transition Services Agreement, page 115

6. We note your response to prior comment 7. To the extent that the fees
 payable pursuant to the Transition Services Agreement will be material
to you, and to
 the extent known, please provide quantitative disclosure of the fees you
will be
 charged pursuant to the agreement. Also quantify the maximum amount of
Bit Digital
 liability under the agreement. If such liability is limited to the
amount of fees you
 pay to Bit Digital under the agreement, then so state.
 June 23, 2025
Page 3

Notes to Combined Financial Statements
For the Year Ended December 31, 2024
13. Segment Reporting, page F-48

7. We acknowledge your response to prior comment 8 and your revised
disclosure on
 page F-23. Please revise to disclose revenues attributable to geographic
area. Refer to
 ASC 280-10-50-41a.
Exhibits

8. We note your response to prior comment 10. Please include active
hyperlinks for
 each exhibit listed in the exhibit index, unless you have not yet filed
that exhibit. Each
 amended registration statement must include hyperlinks to the exhibits
required with
 the amendment. While we note that you have included hyperlinks for some
of the
 exhibits that have been filed, there are some listed exhibits that do
not have hyperlinks
 in this amendment. Please refer to Item 601(a)(2) of Regulation S-K.
9. Please file the cloud services agreements with DNA Fund that you signed
in April
 2025 as exhibits to your registration statement, or tell us why filing
them as exhibits is
 not required pursuant to Item 601(b)(10) of Regulation S-K.
10. Please file the Amendment to Real Estate Purchase and Sale Agreement
dated as of
 May 19, 2025 that you reference on page 87 as an exhibit to the
registration
 statement.
11. We note that you have filed the Omnibus Amendment to and Novation of
Master
 Services Agreement and Purchase Order as Exhibit 10.5 to the
registration statement.
 To the extent material, please also file the Master Services Agreement
and Purchase
 Order, as amended, as exhibits to the registration statement pursuant to
Item 601 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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