SecProbe.io

CORRESP
 1
 filename1.htm

 May 9, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of International Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Corey Jennings

 Re:
 Defi Technologies, Inc. (the "Company")

 Registration Statement on Form 40FR12B
 Filed September 16, 2024
 Amended on January 17, 2025, April 14, 2025
 and May 7, 2025
 File No. 001-41056

 Ladies and Gentlemen:

 The Company hereby requests
that the above-referenced Registration Statement (the "Registration Statement") be declared effective by the Securities and
Exchange Commission at 2:00 p.m. Eastern Time on May 9, 2025, or as soon as practicable thereafter, or at such later time as the Company
or its counsel may request via telephone call to the staff.

 Please call Ethan Silver of
Lowenstein Sandler LLP at (212) 419-5862 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly yours,

 DEFI TECHNOLOGIES, INC.

 By:
 /s/ Kenny Choi

 Name:
 Kenny Choi

 Title:
 Corporate Secretary

CORRESP
 1
 filename1.htm

 April 14, 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

 Amended on January
17, 2025

 File No. 001-41056

 Dear Mr. Jennings,

 On behalf of DeFi Technologies,
Inc. (together with its subsidiaries on a consolidated and unconsolidated basis, herein referred to as, the " Company "),
we write in response to the U.S. Securities and Exchange Commission's (the " Commission " or the " SEC ")
letter dated February 19, 2025 (the " Request ") regarding the Company's registration statement on Form 40FR12B
filed with the Commission on September 16, 2024, as amended on January 17, 2025 (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 Request.

 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 your calculations"; and

 Response : The Company, on a
consolidated basis, and each of its subsidiaries on an unconsolidated basis, 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 ") given none of
these entities, "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).

 As of December 31, 2024, on a consolidated
basis, the Company's total assets were $1,320,722,647. 2
The Company held $22,923,872 in cash and cash equivalents, $2,585,451 in prepaid expenses and other assets, and $802,671,212 in digital
assets ($398,364,914 of digital assets, $55,568,531 of digital assets loaned, $345,381,533 of digital assets staked and $3,356,235 of
client digital assets). In total, these assets represent approximately 63.9% of the Company's total assets. 32.2% of the Company's
assets include investment securities within the meaning of the Act. As a result, the Company does not hold more than 40% of its total
assets as investment securities and is objectively not engaged in, nor does it propose to engage in, the business of investing, reinvesting,
owning, holding, or trading in investment securities.

 The majority of the investment securities
that the Company holds are for the purposes of hedging its primary business activities offering exchange-traded products (" ETPs ").
During the second quarter of 2024, the Company purchased FTX bankruptcy estate assets, 3
for the purposes of acquiring SOL and AVAX tokens in connection with its hedging strategy. The Company's financial statements for
the period ended December 31, 2024 disclosed the following holdings within the Galaxy (Fund A) and Pantera (Fund B) funds:

 Current
 Long Term
 Total

 Quantity
 Amount
 Quantity
 Amount
 Quantity
 Amount

 Fund A - Solana (SOL)
 216,379.2216
 $ 44,442,849
 244,331.9458
 $ 50,184,152
 460,711.1675
 $ 94,627,001

 Fund A - Avalance (AVAX)
 223,905.1900
 $ 8,663,344
 707,540.4100
 $ 27,376,168
 931,445.6000
 $ 36,039,512

 440,284.4116
 $ 53,106,193
 951,872.3558
 $ 77,560,320
 1,392,156.7675
 $ 130,666,513

 Fund B - Solana (SOL)
 626,365.7000
 $ 128,651,339
 540,869.9000
 $ 111,091,072
 1,167,235.6000
 $ 239,742,411

 Total

 $ 181,757,532

 $ 188,651,392

 $ 370,408,924

 The Company holds these non-security
digital assets through special asset vehicles that distribute the underlying digital assets in accordance with a distribution schedule
(the " Distribution Vehicle Securities "). As a result, upon each distribution event (which occurs each month) (a " Distribution
Event "), the percentage of the Company's assets that constitute Distribution Vehicle Securities is reduced, thereby reducing
the overall percentage of the Company's position in investment securities. The Company's holdings of Distribution Vehicle
Securities will continue to diminish over time until all of the underlying digital assets are fully distributed and the Company will no
longer hold any Distribution Vehicle Securities. 4 The Distribution
Vehicles will complete their distributions by February 29, 2028.

 To illustrate the foregoing, as of
December 31, 2024, the Company's Distribution Vehicle Securities constituted $370,408,924 or 28% of the Company's total assets;
however, as of March 31, 2025, following the occurrence of the first three monthly Distribution Events in 2025, the Company's Distribution
Vehicle Securities constitute 23.5% of the Company's total assets on a consolidated basis. In addition, an additional 4.5%
in Distribution Vehicle Securities will be distributed in connection with the June 30, 2025 monthly Distribution Event.

 2 Unless otherwise noted, all references to currency herein refer
to Canadian dollars.

 3 Following the November 2022 collapse of FTX, the FTX bankruptcy
estate sold the remaining assets to one or more financial institutions. Subsequently, the Company purchased interests in SOL and AVAX
from these financial institutions, which structured the distribution of the underlying digital assets in special asset vehicles subject
to a distribution schedule.

 4 The Company expects the underlying assets of the Distribution
Vehicle Securities to be fully distributed by February 29, 2028.

 2

 On an unconsolidated basis,
as of December 31, 2024, the Company's subsidiaries similarly do not hold more than 40% of their assets as investment securities
and, therefore, each is not an investment company under the Act.

 Please see below for an overview the
Company's holdings on an unconsolidated basis: 5

 Defi
Technologies
Inc.
(Consolidated)
 DeFi
Technology
(Parent)
 Stillman
Digital
 Valour Inc.

 Cash and Cash Equivalents
 $ 22,923,872
 $ 2,548,288
 $ 1,662,490
 $ 18,369,192

 Client Cash Deposits
 15,346,080
 -
 $ 15,346,080
 -

 Prepaid Expenses
 $ 2,585,451
 $ 644,272
 $ 1,007,990
 $ 155,169

 Public Investments, at FVTPL
 $ 1,119,586
 $ 1,119,587
 -
 -

 Client Digital Assets
 $ 3,356,235
 -
 $ 3,356,235
 -

 Digital Assets
 $ 398,364,913
 -
 $ 8,021,370
 $ 373,047,303

 Digital Assets Loaned
 $ 55,568,531
 -
 -
 $ 55,568,531

 Digital Assets Staked
 $ 345,381,533
 -
 -
 $ 345,381,533

 Equity Investments at FVTPL
 $ 181,757,532
 -
 -
 $ 181,757,532

 Private Investments
 $ 53,740,154
 $ 51,868,922
 -
 $ 1,871,232

 Intercompany balance
 $ -
 $ 110,788,277
 -
 -

 Long term equity investments at FVTPL
 $ 188,651,392
 -
 -
 $ 188,651,393

 Long-Term Digital Assets
 $ 481,614
 $ 763,338
 -
 -

 Equipment
 $ 130
 -
 -
 $ 130

 Intangible Assets
 $ 2,104,816
 -
 -
 $ 2,104,816

 Goodwill
 $ 49,340,808
 -
 -
 $ 49,340,808

 Total Assets
 $ 1,320,722,647
 $ 167,732,684
 $ 29,394,165
 $ 1,216,247,638

 Percentage of Assets constituting Investment Securities
 32.2 %
 31.6 %
 0 %
 30.6 %

 * Investment in group subsidiaries, offset on consolidation
against shareholders' equity. Excluded from calculation.

 [ continues on next page ]

 5 Please note that (i) DeFi Holdings (Bermuda) Ltd. was dissolved
on January 6, 2025; and (ii) Electrum Streaming Inc. is in the process of dissolution, expected to be completed before April 30, 2025.

 3

 Valour
Europe AG
 Valour
Digital
Securities
Ltd.
 DeFi
Middle East
DMCC
 Reflexivity
LLC
 DeFi
Bermuda

 Cash and Cash Equivalents
 $ 121,123
 -
 $ 71,658
 $ 151,121
 -

 Prepaid Expenses
 $ 490,606
 $ 24,541
 $ 22,250
 $ 230,623
 $ 10,000

 Digital Assets
 -
 $ 16,808,728
 -
 -
 205,788

 Digital Assets Loaned
 -
 -
 -
 -
 -

 Digital Assets Staked
 -
 -
 -
 -
 -

 Private Investments
 -
 -
 -
 -
 -

 Long-Term Digital Assets
 -
 -
 -
 -
 -

 Equipment
 -
 -
 -
 -
 -

 Intangible Assets
 -
 -
 -
 -
 -

 Goodwill
 -
 -
 -
 -
 -

 Total Assets
 $ 611,729
 $ 16,833,269
 $ 93,908
 $ 381,744
 $ 215,788

 Percentage of Assets constituting Investment Securities
 0 %
 0 %
 0 %
 0 %
 0 %

 [ continues on next page ]

 4

 Provide the value of the SOL, ADA, MATIC, FIL, ATOM, SAND, MANA,
ALGO, AXS, and COTI (collectively, the "Listed Assets") held by each company.

 Response : As of December 31,
2024, the value of the Listed Assets held by each subsidiary of the Company is as follows:

 Asset
 Defi
Technologies
Inc.
(Consolidated)
 DeFi
Technologies
Inc.
 (parent)
 Stillman
Digital
 Valour Inc.

 SOL
 $ 12,452,742
 $ 0
 $ 430,013
 $ 11,770,165

 ADA
 $ 87,114,485
 $ 0
 $ 2,508
 87,031,834

 MATIC
 $ 878
 $ 0
 $ 0
 $ 767

 FIL
 $ 60,365
 $ 0
 $ 60,365
 $ 0

 ATOM
 $ 6,626
 $ 0
 $ 0
 $ 6,489

 SAND
 $ 2,146
 $ 0
 $ 0
 $ 2,146

 MANA
 $ 2,409
 $ 0
 $ 0
 $ 2,409

 ALGO
 $ 43,426
 $ 0
 $ 0
 $ 43,426

 AXS
 $ 0
 $ 0
 $ 0
 $ 0

 COTI
 $ 0
 $ 0
 $ 0
 $ 0

 Asset
 Valour
Europe AG
 Valour
Digital
Securities
Ltd.
 DeFi
Middle East
DMCC
 Reflexivity
LLC
 DeFi
Bermuda

 SOL
 $ 0
 $ 252,564
 $ 0
 $ 0
 $ 0

 ADA
 $ 0
 $ 80,143
 $ 0
 $ 0
 $ 0

 MATIC
 $ 0
 $ 111
 $ 0
 $ 0
 $ 0

 FIL
 $ 0
 $ 0
 $ 0
 $ 0
 $ 0

 ATOM
 $ 0
 $ 137
 $ 0
 $ 0
 $ 0

 SAND
 $ 0
 $ 0
 $ 0
 $ 0
 $ 0

 MANA
 $ 0
 $ 0
 $ 0
 $ 0
 $ 0

 ALGO
 $ 0
 $ 0
 $ 0
 $ 0
 $ 0

 AXS
 $ 0
 $ 0
 $ 0
 $ 0
 $ 0

 COTI
 $ 0
 $ 0
 $ 0
 $ 0
 $ 0

 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 : Notwithstanding the
fact that the Company's loans are not securities, the Company's loans only amount to 4.2% of the Company's total assets.
As described in Item 1 above, the majority of the Company's position in investment securities is in Distribution Vehicle Securities.
This position will continue to decease over time upon each Distribution Event. As a result, it is immaterial whether the Company's
loans are securities.

 6 We note that the definition of a security under Section 2(a)(36) of the Act bears a strong
 resemblance to the definitions of a security under Section 2(a)(1) of the Securities Act of 1933, as amended (the
 " Securities Act ") and Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the " Exchange
 Act "). We therefore apply an analysis under the Exchange Act because of the analogous definitions under each framework. 3(a)(10)
of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). We therefore apply an analysis under the
Exchange Act because of the analogous definitions under each framework.

 5

 Regardless, the Company's lending
activities involve short-term notes and are not securities under the test set forth in Reves v. Ernst & Young , 494 U.S. 56
(1990) (" Reves "). 6 Under Reves, the presumption
that a note is a security is rebuttable if the instrument bears a strong resemblance to one of the following: (i) notes delivered in consumer
financing; (ii) notes secured by a mortgage on a home; (iii) short-term notes secured by a lien on a small business or some of its assets;
(iv) notes evidencing a ‘character' loan to a bank customer; (v) short-term notes secured by an assignment of accounts receivable;
or (vi) notes which simply formalizes an open-account debt incurred in the ordinary course of business. To determine whether a note bears
a strong resemblance to one of the above instruments, courts and the Commission have weighed the following factors: (i) the motivations
that would prompt a reasonable seller and buyer to enter into it; (ii) the plan of distribution of the instrument; (iii) the reasonable
expectations of the investing public; and (iv) the existence of another regulatory scheme that significantly reduces the risk of the instrument,
thereby rendering the application of the Securities Act unnecessary.

 First, the Company enters into lending
transactions as a means to manage its hedging positions in connection with its ETP business and not primarily to generate a profit. The
"sellers" of the notes are sophisticated financial institutions and not operating companies that seek capital to finance their
operations or substantial investments, which, together with the Company's motivations, weigh towards the notes not being securities.
Additionally, these financial institutions do not broadly market the notes to the public, but instead make them available exclusively
to sophisticated lenders such as the Company, weighing this factor in favor of the notes not being securities. With respect to the third
factor, the parties understand that the transactions are characterized as loans and not securities because the characterization of the
notes in the lending documents. Finally, the application of U.S. securities laws is unnecessary given the transactions are with large
financial institutions that are subject to one or more regulated frameworks (e.g., money transmission, lending, and/or banking).

 Based on a balance of the foregoing
factors, the underlying loans, whether notes or otherwise, are not securities under Reves and therefore the Company's position in
these loans is immaterial to the Company's broader analysis of whether it is an investment company.

 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.

 Response : As of December 31,
2024, the Company's investment securities, on a consolidated basis, include the following:

 Asset
 Value
(USD)

 Public investments, at fair value through profit and loss
 $ 1,119,586

 Private Investments, at fair value through profit and loss
 $ 53,704,154

 Distribution Vehicle Securities
 $ 370,408,924

 Total
 $ 425,268,664

 6

 ● 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.

 Response : The Company's
income, whether realized or unrealized, deriving from its position in investment securities is $143,462,994, which constitutes 26.7% of
its total gro

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

CORRESP
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filename1.htm

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

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
Page 2
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