SecProbe.io

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 April 13, 2026

Michel Amar
Chief Executive Officer
Digi Power X Inc.
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4

 Re: Digi Power X Inc.
 Registration Statement on Form S-3
 Filed April 9, 2026
 File No. 333-294953
Dear Michel Amar:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Komul Chaudhry at 202-551-4746 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Alyse Sagalchik
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

April 13, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Komul Chaudhry

    Re:
    Digi Power X Inc.

    Acceleration Request for Registration Statement on Form S-3

    File No. 333-294953

Dear Ms. Chaudhry:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Digi Power X Inc. hereby requests that the effective date of the above-referenced registration
statement on Form S-3 be accelerated to April 15, 2026, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

If you have any questions
regarding this request, please contact Alyse A. Sagalchik (at (312) 902-5426) of Katten Muchin Rosenman LLP.

    Sincerely,

    DIGI POWER X INC.

    By:
    /s/ Michel Amar

    Name:
    Michel Amar

    Title:
    Chief Executive Officer

cc: Michel Amar, Chief Executive Officer, Digi Power X Inc.

Alyse A. Sagalchik, Esq., Katten Muchin Rosenman LLP

CORRESP
 1
 filename1.htm

 April 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: David Gessert

 Re: Digi Power X Inc. (formerly known as Digihost Technology
Inc.)

 Acceleration Request for Registration Statement on Form
F-1, as amended

 File No. 333-282906

 Dear Mr. Gessert:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Digi Power X Inc. (formerly known as Digihost Technology Inc.) hereby requests that the effective
date of the above-referenced registration statement on Form F-1, as amended, be accelerated to April 7, 2025, at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable.

 If you have any questions
regarding this request, please contact Alyse A. Sagalchik (at (312) 902-5426) of Katten Muchin Rosenman LLP.

 Sincerely,

 DIGI POWER X INC.

 By:
 /s/ Michel Amar

 Name:
 Michel Amar

 Title:
 Chief Executive Officer

 cc: Michel Amar, Chief Executive Officer, Digi Power X Inc.

 Alyse A. Sagalchik, Esq., Katten Muchin Rosenman LLP

<DOCUMENT>
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<TEXT>
 March 12, 2025

Paul Ciullo
Chief Financial Officer
Digi Power X Inc.
110 Yonge Street
Suite 1601
Toronto, Ontario
M5C 1T4

 Re: Digi Power X Inc.
 Form 20-F for Fiscal Year Ended December 31, 2022
 Form 20-F for Fiscal Year Ended December 31, 2023
 File No. 001-40527
Dear Paul Ciullo:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
</TEXT>
</DOCUMENT>

CORRESP
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December 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, NE

Washington, D.C. 20549

Attn: Kate Tillan and Michelle Miller

Re: Digihost Technology Inc.

Form 20-F for the Fiscal Year Ended December 31, 2023

Response Letter dated November 13, 2024

File No. 001-40527

Dear Mses. Tillan and Miller:

This letter is being furnished
on behalf of Digihost Technology Inc. (the “Corporation”) in response to the comments received from the staff of the U.S.
Securities and Exchange Commission (the “Commission” and, the staff of the Commission, the “Staff”) by letter
dated November 13, 2024 (the “Letter”) relating to the Corporation’s annual reports on Form 20-F for the fiscal years
ended December 31, 2022 and December 31, 2023 (the “2023 20-F”). This letter provides supplemental responses to the Staff’s
comment nos. 3 and 4 of the  Letter, as requested by the Staff via a teleconference call on December 18, 2024. For convenience,
the Staff’s comment nos. 3 and 4 are repeated below, followed by our supplemental response thereto. The responses contained herein
are keyed to the numbers of the comments in the Letter, which appear in italics below for convenience. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the 2023 20-F, and all dollar amounts are expressed in United States dollars (“USD”
or “$”).

Form 20-F for the Fiscal Year Ended December
31, 2023

 3. We note your response to prior comment 10 and are unable to agree. Please revise to classify cash payments for and cash receipts
from the purchase and sale of intangibles and or digital assets as investing activities consistent with the requirements of IAS 7.16 (a)
and (b).

Response: As a supplement to our response
contained in our letter dated November 27, 2024 (the “Response Letter”), in light of the Staff’s comment, the Corporation
is preparing to file an amended 2023 20-F in which, among other things, the Corporation will file restated financial statements for the
year ended December 31, 2023 to classify cash payments for and cash receipts from the purchase and sale of intangibles and or digital
assets as investing activities consistent with the requirements of IAS 7.16 (a) and (b).

Note 2. Material Accounting Policies

Revenue Recognition, page F-9

 4. We note that you received bitcoin from a mining operations agreement, colocation services agreements
and electricity sales agreements. Please address the following with a view towards enhanced disclosures in future filings:

 ● Tell us where your mining operations agreement revenue is recognized in your statements of comprehensive
income.

December
27, 2024

Page 2

 ● Provide us with a summary of your colocation service and electricity sales agreements, including the
rights and obligations of each party, and tell us the related amounts recognized in your financial statements.

 ● Tell us how revenues recognized of $1.7m and $3 million from colocation service and for electricity
sales, respectively, reconcile to the bitcoin received of $.2 million and $.5 million as disclosed in your digital asset rollforward on
page F-18.

 ● Tell us how amounts under the terms of the colocation service and electricity sales agreement are determined
and settled.

 ● We note you previously had lease and hosting agreements until February 2023. Explain to us the differences
in the services you now provide under the mining operations agreement and colocation services and electricity sales agreements compared
to prior lease and hosting agreements.

Response: As a supplement to our response
contained in the Response Letter, we are furnishing the following additional information:

 1. As it pertains the Corporation’s colocation services agreements, each counterparty with which the
Corporation has executed such an agreement is allowed the opportunity to select the mining pool(s) to which the computing power will be
directed and from which the mining rewards will be received (e.g., Foundry pools). The Corporation is responsible for connecting the miners
to the pool(s) and related monitoring. If the relevant counterparty wants to change or switch pools, they will have to request that of
the Corporation, which is obligated to effectuate such change.

 2. Excerpts of the termination provisions included in the Corporation’s colocation services agreements
are included below.

Agreement 1:

Each of the parties shall have the right
to terminate this Agreement upon written notice in the event (i) of any change in applicable law, regulation, decision, rule or order
that materially increases the costs or other terms of delivery of the obligations required under this Agreement and this Agreement cannot
be amended such that the Corporation can continue to reasonably provide the services contemplated herein without materially changing the
economics of this Agreement as between the parties; (ii) a party is unable to pay its financial obligations when due, becomes subject
to insolvency proceedings, applies for or institutes insolvency proceedings or offers or makes an arrangement with its creditors generally,
or if a third-party applies for insolvency proceedings against such party and such proceedings are not stayed or discharged within thirty
(30) days, unless such proceeding is dismissed due to insufficiency of assets; or (iii) the other party fails to perform or otherwise
breaches a material obligation under this Agreement and such breach is either not susceptible to being cured or is not being cured within
ten (10) business days after the breaching party becomes aware of such breach.

December 27, 2024

Page 3

“Force Majeure Event” means
any event that is beyond Corporation’s reasonable control and not otherwise contemplated by Corporation’s reasonably designed
disaster recovery plan, including, but not limited to, acts of war, issues with import/export restrictions, unforeseeable and unmitigable
lack of electricity supplies, blackouts, brownouts, power shortages, government regulations, severe weather (including blizzards and other
similar items), disease, or epidemic or pandemic (where an epidemic or pandemic has been declared at the Premises by the Center for Disease
Control or the World Health Organization), where such disease, epidemic, or pandemic causes a government-mandated shutdown of Corporation
or the Premises. (ii) Partner has the right to terminate this Agreement if in three (3) months out of the trailing twelve (12) month-period,
the uptime during each such month was less than 95%, as set forth in paragraph 2(b). If uptime drops below 90%, caused by any reason for
any consecutive twenty (20) days, Partner may terminate this Agreement and relocate the Miners to any third-party host at Partner’s
sole and absolute discretion. (iii) Either party may terminate this Agreement for any reason and without cause, with sixty (60) days prior
written notice to the other party.

Agreement 2:

A. Either Party may terminate this Agreement
upon the other Party’s Event of Default provided that i) the non-breaching party provides the breaching party written notice of
the material breach with sufficient detail to allow the breach to be cured and ii) allows the claimed breaching party at least thirty
(30) days to cure the claimed breach. Termination pursuant to this Section 6.3.A shall become effective on the thirtieth day following
written notice given in accordance with this section if the material breach remains uncured.

B. Customer may terminate this Agreement
with immediate effect in accordance with Section 2.7 (uptime and minimum service level parameters) or Section 11.9 (Force Majeure Events).

C. Customer may voluntarily terminate
this contract after a minimum period of six (6) months from the Effective Date, provided that written notice of termination is provided
to the Service Provider at least forty-five (45) days in advance of the intended termination date.

 3. Pertaining the Corporation’s singular agreement that constitutes the Sale of electricity revenue
line, pursuant to the underlying agreement, the “Operator agrees to accept a minimum of 22MW of Energy capacity on a 24/7 basis
at the Delivery Point (the “Minimum Usage Amount”), unless Operator and the Corporation mutually agree in writing to a lesser
minimum usage amount due to economic or other reasons.” On this basis, the Corporation respectfully submits that the counterparty
is not contractually permitted to unilaterally turn off the miners at its election and must instead reach an agreement with the Corporation
before any such action may be taken.

 4. Regarding the Miner lease and hosting agreement expense line
item of $638,689 in the Cost of Digital Currency Mining section of the income statement, that is a gross expense line item (i.e., not
net of revenue).

*     *     *     *     *

December 27, 2024

Page 4

In connection with responding
to the Staff’s comments, the Corporation acknowledges that it and its management are responsible for the accuracy and adequacy of
the disclosures in the Corporation’s filings, notwithstanding any review, comments, action or absence of action by the Staff.

The Corporation believes that
the responses above fully address the comments contained in your Letter. If you have any questions regarding the 2023 20-F or the above
responses, please contact the undersigned at 607-760-7870 or paul@digihostblockchain.com or Alyse A. Sagalchik of the Corporation’s
U.S. counsel Katten Muchin Rosenman LLP at 312-902-5426 or alyse.sagalchik@katten.com.

    Sincerely,

    /s/ Paul Ciullo

    Paul Ciullo

    Chief Financial Officer

CORRESP
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November 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, NE

Washington, D.C. 20549

Attn: Kate Tillan and Michelle Miller

Re: Digihost Technology Inc.

Form 20-F for the Fiscal Year Ended December 31, 2023

Response Letter dated August 30, 2024

File No. 001-40527

Dear Mses. Tillan and Miller:

This letter is being furnished
on behalf of Digihost Technology Inc. (the “Corporation” or “Digihost”) in response to the comments received from
the staff of the U.S. Securities and Exchange Commission (the “Commission” and, the staff of the Commission, the “Staff”)
by letter dated November 13, 2024 (the “Letter”) relating to the Corporation’s annual reports on Form 20-F for the fiscal
years ended December 31, 2022 and December 31, 2023 (the “2023 20-F”). The responses contained herein are keyed to the numbers
of the comments in the Letter, which appear in italics below for convenience. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the 2023 20-F, and all dollar amounts are expressed in United States dollars (“USD”
or “$”).

Form 20-F for the Fiscal Year Ended December
31, 2023

General

 1. In your comment letter responses 2, 8, 10 and 12 in your letter dated December 22, 2023 and 1 and
4 in your letter dated August 30, 2024, you agreed to enhance certain disclosures in future filings. Based on review of your 20-F for
the period ending December 31, 2023 filed September 16, 2024, we are unable to find the enhanced disclosures. Please confirm that you
will revise your disclosures in future filings as agreed.

Response: The Corporation
acknowledges the Staff’s comments and confirms that it will revise disclosures in future filings as agreed.

Consolidated Statements of Comprehensive Income (Loss), page F-3

 2. We note that revenue includes amounts from (i) digital currency mining, (ii) colocation services,
(iii) sale of electricity, and (iv) sale of energy. You present cost of digital currency mining and subtract that total amount from total
revenue to determine your gross profit (loss) for each period. Please respond to the following:

 ● Tell us whether the cost of digital currency mining includes the costs related to your revenues from colocation services, sale
of electricity, and sale of energy.

 ● If the related costs are included, tell us your consideration of revising the presentation to clearly reflect the nature of the
costs included.

November 27, 2024

Page 2

 ● If the related costs are not included, tell us why the costs are not included in your calculation of gross profit and explain how
you considered IAS 1 in your presentation of gross profit.

Response: The Corporation
respectfully confirms that the cost of digital currency mining includes the costs related to its revenues from colocation services, sale
of electricity, and sale of energy. The Corporation will evaluate and, where appropriate, include additional language regarding the nature
of expenses specifically included in cost of revenue in future filings.

Consolidated Statements of Cash Flows, page F-4

 3. We note your response to prior comment 10 and are unable to agree. Please revise to classify cash
payments for and cash receipts from the purchase and sale of intangibles and or digital assets as investing activities consistent with
the requirements of IAS 7.16 (a) and (b).

Response: The Corporation acknowledges the Staff’s comment
but continues to conclude that the classification of proceeds from the sale of digital assets as operating activities is supported by
the “nearly immediately” conversion criterion outlined in IAS 7. Digital assets, received as part of the Corporation’s
ordinary business activities, are typically converted into cash shortly after receipt. While the Corporation may hold digital assets for
a brief period, the intention is to liquidate them for cash in the near term after they are received or mined, aligning with the criterion
where assets behave similarly to cash or cash equivalents. As these assets are integral to the Corporation’s revenue-producing operations
and are disposed of in the normal course of business, their sale proceeds represent operating cash flows rather than investing activities.

Note 2. Material Accounting Policies

Revenue Recognition, page F-9

 4. We note that you received bitcoin from a mining operations agreement, colocation services agreements
and electricity sales agreements. Please address the following with a view towards enhanced disclosures in future filings:

 ● Tell us where your mining operations agreement revenue is recognized in your statements of comprehensive income.

Response: The revenue
from the Corporation’s mining operations agreement is recognized as sale of electricity revenue.

 ● Provide us with a summary of your colocation service and electricity sales agreements, including the
rights and obligations of each party, and tell us the related amounts recognized in your financial statements.

Response: The Corporation recognizes revenue from its colocation
services when it satisfies performance obligations by transferring the control of services, which include power provision and space rental,
to customers. Revenue is recognized monthly in an amount that reflects actual power consumption, as per contractual terms, and any fixed
maintenance fees are recognized over time as services are rendered to customers, aligning the recognition of revenue with the delivery
of services. The transaction price for colocation services includes both fixed fees and variable considerations, which are incorporated
only if a significant reversal in the future is deemed unlikely.

November 27, 2024

Page 3

A summary of these agreements is as follows:

 ● The Corporation will (i) provide hosting services at the
premises per the terms of the agreement to company X for the purpose of operating an up to Y MW bitcoin mining system,
and (ii) provide services to maintain the premises and the operation of the miners throughout the term of the agreement.

 ● Throughout the term of the agreement, the Corporation shall
be responsible for and shall maintain ownership and control of the premises. The Corporation will provide power and management services
necessary to provide a ninety-five (95%) percent uptime on the miners, providing for no more than ten (10) days of downtime per year
in order to perform necessary maintenance on the Corporation’s power system or as legally required by federal, state, and other
controlling regulatory bodies.

 ● Power Cost: Company X shall be charged a Power Cost equal
to company X’s share of actual costs and expenses incurred by the Corporation at the premises for the purposes of providing power
to the miners, paid on a pass-through basis, due on the first (1st) of each month, with adjustments made to each next month’s payments
such that only actual accrued and documented power costs are incurred by company X. The Corporation shall provide company X with an itemized
and detailed breakdown of all Power Costs each month in sufficient detail to company X’s satisfaction. Amounts are settled on a
monthly basis in cash.

 ● The Corporation shall also be entitled to Z percent (Z%)
of the profit generated by the miners, which is a structured profit-sharing arrangement. The profit share shall be accounted for and
paid according to the following method: (A) total hash rate per calendar month (calculated through daily hash log) (B) less Power Cost,
maintenance cost, service cost and all costs, expenses, or fees incurred under the agreement related to the operation of company X’s
miners or otherwise, (C) multiplied by Z percent (Z%). Amounts under that part of the agreement are settled in bitcoin.

Colocation services revenues of $1,675,269 are recognized in the financial
statements.

The Corporation recognizes revenue from the sale of electricity when
it has satisfied its performance obligation, which occurs as the electricity is provided to the customer. The Corporation supplies the
requisite power and ancillary operational functions in order for the digital currency mining equipment on its property to run efficiently
outside of its facilities. Revenue is recorded monthly based on the actual consumption of energy by the customer, at the price determined
by the contract. This reflects the Corporation’s performance and the customer’s consumption benefits, with variable consideration
being recognized in the period it is due. The transaction price for sale of electricity includes both fixed fees and variable considerations,
which are incorporated only if a significant reversal in the future is deemed unlikely.

Under the agreement, the Corporation is providing a portion of its
power capacity available to a customer in exchange for payment of the energy costs incurred by the customer’s running of machines
at one of the Corporation’s facilities. This portion of the agreement is settled in cash on a monthly basis. Additionally, the Corporation
is entitled to receive 10% of the generated hashrate rewards from the customer’s running of its machines at the Corporation’s
location. This portion of the agreement is settled in bitcoin on a monthly basis. This information is easily attainable based on incurred
power costs and rewards generated on the blockchain from machines being run and reviewed by both parties.

Sale of electricity revenues of $3,037,393 are recognized in the financial
statements.

 ● Tell us how revenues recognized of $1.7m and $3 million from colocation service and for electricity sales, respectively, reconcile
to the bitcoin received of $.2 million and $.5 million as disclosed in your digital asset rollforward on page F-18.

Response: A portion of
the revenue recognized from colocation services and for electricity sales were settled in bitcoin. The respective amounts are present
in the digital asset rollforward on page F-18 and are included in the revenues recognized of $1.7 million and $3 million from colocation
service and for electricity sales, respectively, with the remaining amounts having been settled in cash.

November 27, 2024

Page 4

 ● Tell us how amounts under the terms of the colocation service and electricity sales agreement are determined
and settled.

Response: See answer
previously provided immediately above.

 ● We note you previously had lease and hosting agreements until February 2023. Explain to us the differences in the services you
now provide under the mining operations agreement and colocation services and electricity sales agreements compared to prior lease and
hosting agreements.

Response: The services provided under the
Corporation’s current agreements were comparable to those under the prior lease and hosting agreements, which were in effect until
February 2023. A summary of the key distinctions is as follows:

 1. Prior lease and hosting agreements:

 ○ These agreements primarily involved leasing space and equipment hosting services. Under these arrangements:

 ■ The Corporation provided physical space within its facilities for third-party mining equipment.

 ■ Maintenance and operational support services were included to ensure that customer equipment operated
efficiently.

 ■ Customers retained ownership of their mining equipment and were responsible for their mining operations,
including pool participation.

 ■ Electricity costs were generally passed through to customers as part of the hosting fee structure, without
any significant markup.

 2. Current mining operations agreement:

 ○ Under the mining operations agreement:

 ■ The Corporation directly operates mining equipment to mine cryptocurrencies on behalf of the entity.

 ■ This model shifts the focus from hosting customer-owned equipment to actively managing mining operations,
including the optimization of mining activities based on market conditions and network factors.

 ■ Revenue is primarily derived from cryptocurrency mining rather than service fees.

 3. Current colocation services agreement:

 ○ Colocation services now provide customers with:

 ■ Physical space and infrastructure similar to the prior hosting agreements, but with a more comprehensive
offering, including enhanced cooling, network support, and security measures.

 ■ Greater emphasis on scalability and flexibility for customers who wish to expand their operations without
additional capital investments in infrastructure.

 ■ A value-added service model where the Corporation may also assist in miner procurement, setup, and performance
monitoring.

November 27, 2024

Page 5

 4. Electricity sales agreements:

 ○ These agreements involve selling electricity directly to customers:

 ■ Customers may purchase power independently of other services, allowing them to manage their mining operations
autonomously.

 ■ This arrangement offers more transparency and control to customers over energy consumption and costs compared
to the bundled pricing in prior hosting agreements.

 ■ The direct sale of electricity allows the Corporation to optimize utilization of its energy capacity and
create a separate revenue stream.

Digital Currencies, page
F-10

 5. In future filings please disclose the method used to compute gains and losses (for example, first-in
first-out).

Response: The Corporation acknowledges
the Staff’s comment and confirms it will disclose such information in its future filings where appropriate.

Note 3. Digital currencies, page F-18

 6. We note your response to prior comment 7 and that as of June 27, 2024,
miner lease agreements in place expired with no plans for the parties to pursue new agreements. Please address the following:

 ● You disclosed in a 6-K on March 5, 2024 that you had signed a multi-year hosting agreement with one
of the world’s leading manufacturers of digital currency mining servers. Tell us if this agreement was an extension of agreements
and with parties in place during fiscal 2023.

Response: The Corporation confirms that the agreement
referenced in the Form 6-K filed on March 5, 2024 is with a new separate party and not an extension of prior agreements and does not involve
counterparties in place during fiscal 2023.

 ● You disclosed in a 6-K on June 11, 2024, that you entered into a transformative profit-sharing agreement
with a strategic partner, whereby Digihost will receive 60% of the daily Bitcoin mining rewards earned from the S21 Miners in exchange
for providing the agreed upon capacity and electrical infrastructure support. Tell us if this agreement is an extension of agreements
and with parties in place during fiscal 2023.

Response: The Corporation confirms that the agreement
referenced in the Form 6-K filed on June 11, 2024 is a new agreement with one of the parties the Corporation engaged with in during fiscal
2023, but that new agreement is not an extension of an agreement with parties that was in place during fiscal 2023.

*	*	*	*	*

November 27, 2024

Page 6

In connection with responding
to the Staff’s comments, the Corporation acknowledges that it and its management are responsible for the accuracy and adequacy of
the disclosures in the Corporation’s filings, notwithstanding any review, comments, action or absence of action by the Staff.

The Corporation believes that
the responses above fully address the comments contained in your Letter. If you have any questions regarding the 2023 20-F or the above
responses, please contact the undersigned at 607-760-7870 or paul@digihostblockchain.com or Alyse A. Sagalchik of the Corporation’s
U.S. counsel Katten Muchin Rosenman LLP at 312-902-5426 or alyse.sagalchik@katten.com.

    Sincerely,

    /s/ Paul Ciullo

    Paul Ciullo

    Chief Financial Officer

November 13, 2024
Paul Ciullo
Chief Financial Officer
Digihost Technology Inc.
18 King Street East Suite 902
Toronto, Ontario
Canada M5C 1C4
Re:Digihost Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2023
Response Letter dated August 30, 2024
File No. 001-40527
Dear Paul Ciullo:
            We have reviewed your August 30, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. 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.
Unless we note otherwise, any references to prior comments are to comments in our March 4,
2024 letter.
Form 20-F for the Fiscal Year Ended December 31, 2023
General
1.In your comment letter responses 2, 8, 10 and 12 in your letter dated December 22,
2023 and 1 and 4 in your letter dated August 30, 2024, you agreed to enhance certain
disclosures in future filings. Based on review of your 20-F for the period ending
December 31, 2023 filed September 16, 2024, we are unable to find the enhanced
disclosures. Please confirm that you will revise your disclosures in future filings as
agreed.
Consolidated Statements of Comprehensive Income (Loss), page F-3
We note that revenue includes amounts from (i) digital currency mining, (ii)
colocation services, (iii) sale of electricity, and (iv) sale of energy. You present cost of 2.

November 13, 2024
Page 2
digital currency mining and subtract that total amount from total revenue to determine
your gross profit (loss) for each period. Please respond to the following:
•Tell us whether the cost of digital currency mining includes the costs related to
your revenues from colocation services, sale of electricity, and sale of energy.
•If the related costs are included, tell us your consideration of revising the
presentation to clearly reflect the nature of the costs included.
•If the related costs are not included, tell us why the costs are not included in your
calculation of gross profit and explain how you considered IAS 1 in your
presentation of gross profit.
Consolidated Statements of Cash Flows, page F-4
3.We note your response to prior comment 10 and are unable to agree. Please revise to
classify cash payments for and cash receipts from the purchase and sale of intangibles
and or digital assets as investing activities consistent with the requirements of IAS
7.16 (a) and (b).
Note 2. Material Accounting Policies
Revenue Recognition, page F-9
4.We note that you received bitcoin from a mining operations agreement, colocation
services agreements and electricity sales agreements. Please address the following
with a view towards enhanced disclosures in future filings:
•Tell us where your mining operations agreement revenue is recognized in your
statements of comprehensive income.
•Provide us with a summary of your colocation service and electricity sales
agreements, including the rights and obligations of each party, and tell us the
related amounts recognized in your financial statements.
•Tell us how revenues recognized of $1.7m and $3 million from colocation service
and for electricity sales, respectively reconcile to the bitcoin received of $.2
million and $.5 million as disclosed in your digital asset rollforward on page F-18.
•Tell us how amounts under the terms of the colocation service and electricity sales
agreement are determined and settled.
•We note you previously had lease and hosting agreements until February 2023.
Explain to us the differences in the services you now provide under the mining
operations agreement and colocation services and electricity sales agreements
compared to prior lease and hosting agreements.
Digital Currencies, page F-10
5.In future filings please disclose the method used to compute gains and losses (for
example, first-in first-out).
Note 3. Digital currencies, page F-18
We note your response to prior comment 7 and that as of June 27, 2024, miner lease
agreements in place expired with no plans for the parties to pursue new agreements.
Please address the following:  6.

November 13, 2024
Page 3
•You disclosed in a 6-K on March 5, 2024 that you had signed a multi-year hosting
agreement with one of the world’s leading manufacturers of digital currency
mining servers. Tell us if this agreement was an extension of agreements and with
parties in place during fiscal 2023.
•You disclosed in a 6-K on June 11, 2024, that you entered into a
transformative profit-sharing agreement with a strategic partner, whereby
Digihost will receive 60% of the daily Bitcoin mining rewards earned from the
S21 Miners in exchange for providing the agreed upon capacity and electrical
infrastructure support. Tell us if this agreement is an extension of agreements and
with parties in place during fiscal 2023.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

November 7, 2024
Michel Amar
Chief Executive Officer
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, Ontario, M5C 1T4
Re:Digihost Technology Inc.
Registration Statement on Form F-1
Filed October 30, 2024
File No. 333-282906
Dear Michel Amar:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and/or providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1 filed October 30, 2024
General
1.Please confirm your understanding that we will not be in a position to declare your
Form F-1 effective until all outstanding comments regarding your Form 20-F for the
fiscal year ended December 31, 2023 have been resolved. In addition, to the extent
that any comments related to our review of your Form 20-F apply to disclosure in the
Form F-1, please make corresponding revisions to all affected disclosure.

            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.

November 7, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact David Gessert at 202-551-2326 or Irene Paik at 202-551-6553 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Mark D. Wood

CORRESP
1
filename1.htm

August 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, NE

Washington, D.C. 20549

Attn: Kate Tillan and Michelle Miller

Re: Digihost Technology Inc.

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed July 14, 2023

File No. 001-40527

Dear Mses. Tillan and Miller:

On behalf of Digihost Technology
Inc. (the “Corporation” or “Digihost”), I am responding to the comments contained in the letter dated March 4,
2024 (the “Letter”) from the staff of the U.S. Securities and Exchange Commission (the “Commission” and, the staff
of the Commission, the “Staff”) to Michel Amar, Chief Executive Officer of the Corporation, relating to the Corporation’s
Form 20-F for the fiscal year ended December 31, 2022 (the “2022 20-F”). The responses contained herein are keyed to the numbers
of the comments in the Letter, which appear in italics below for convenience. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the 2022 20-F, and all dollar amounts are expressed in United States dollars (“USD”
or “$”).

Form 20-F for the Fiscal Year Ended December
31, 2022

Item 5. Operating and Financial Review and
Prospects, page 22

 1. We acknowledge your response to prior comment 2. Please respond to the
following:

With respect to your break-even analysis, address
the following:

 ● You reflect that 380 bitcoin were remitted per agreements. Disclose the nature of the remitted bitcoin,
or reference to where you disclose the information.

 ● Tell us why you excluded the costs of the miner lease and hosting agreement since it appears that you
include the related bitcoins mined.

Response: The remitted bitcoin was pursuant
to a miner lease agreement and a hosting services agreement with Northern Data, NY LLC, pursuant to which the Corporation and Northern
Data agreed to split a portion of the mining rewards received and energy costs incurred for the miners put in service pursuant to these
agreements. On page 22 of the 2022 20-F, the bitcoins mined were included as they were mined in the Corporation’s facilities, while,
as shown on the continuity of digital currency reconciliation, 380 bitcoins were remitted to Northern Data. This information is disclosed
in Note 3 of the December 31, 2022 audited financial statements, sub note 2 and Note 3 included in the 2022 20-F. Costs are included in
the below analysis while the portion of the coins remitted is excluded. This agreement terminated on February 15, 2023.

August 30, 2024

Page 2

Included below is an updated
break-even analysis that reflects the costs of the miner lease and hosting.

    2021
    2022

    Cost of digital currency mining

    Cost of power
    $ 5,835,227
    $ 14,537,261

    Other production costs
    $ 1,237,537
    $ 3,223,525

    Miner lease and hosting agreement
    $ 3,469,287
    $ 2,517,503

    Total cost of digital currency mining
    $ 10,542,051
    $ 20,278,289

    Coins mined
      519
      832

    Remitted per agreements
      -
      (380 )

    Total coins mined
      519
      452

    Break-even
    $ 20,312
    $ 44,863

With respect to the number
of data miners available to mine, including as part of any hosting arrangements, disclose the number of data miners available to mine,
and as part of any hosting arrangement for the periods presented. In your response you reflect an increase in active miners of 9,237 and
miners per hosting arrangements of 3,350 which does not provide an understanding of your overall operations and costs thereof.

Response: Cost of power,
other production costs, and depreciation and amortization expenses all increased from 2022 to 2021 in line with the costs associated with
the increase in active miners and other infrastructure costs. The Corporation had approximately 16,500 active miners as of the fiscal
year ended December 31, 2022 as compared to approximately 7,500 as of the fiscal year ended December 31, 2021. For the periods presented,
miners per hosting agreements was approximately 3,350 as the hosting agreement commenced in the fourth quarter of the fiscal year ended
December 31, 2021 and the corresponding impact of the hosting agreement was not fully felt until the fiscal year ended December 31, 2022.
Miner lease and hosting costs are associated with hosting agreements discussed in these responses. In future Form 20-Fs, the Corporation
will disclose the number of data miners available to mine, including as part of any hosting arrangements.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-1

 2. We acknowledge your response to prior comment 3. However, we note that AS 2820.09 and .16 - .17 relate
to the Correction of a Material Misstatement in Previously Issued Financial Statements. Specifically, AS 2820.16 refers to recognizing
in the auditor’s report through the addition of an explanatory paragraph the correction of a material misstatement in previously
issued financial statements. As we note that you restated your previously issued financial statements for fiscal 2021 as described in
Note 25, ask your auditors to tell us how they considered AS 3101.18(e) and AS 2820.09 and .16 - .17.

Response: We appreciate the Staff’s attention to the details
surrounding the restatement related to the reclassification of warrants as financial liabilities instead of equity due to the fixed-for-fixed
condition not being met, as disclosed in Note 25 of the financial statements. We would like to provide additional context to support the
auditor’s decision not to include an explanatory paragraph in the audit report concerning that restatement.

August 30, 2024

Page 3

 1. Materiality of the Restatement:

 o The restatement was fully disclosed in Note 25 of the financial statements, detailing the impact on both the consolidated statement
of financial position and the consolidated statement of comprehensive income. While the restatement involved a significant reclassification,
it did not have a material impact on the Corporation’s overall financial health or operational performance. The restatement primarily
affected the presentation within shareholders’ equity and liabilities, and did not alter the Corporation’s cash flows, operations,
or overall business strategy. Given this context, the Corporation’s auditors determined that the restatement was not material enough
to warrant an explanatory paragraph under AS 3101.18(e) and AS 2820.

 2. Sufficient Disclosure in the Financial Statements:

 o The impact of the restatement was clearly and comprehensively disclosed in Note 25, which provides a detailed breakdown of the adjustments
made, including the reclassification of the warrants, the resulting changes to shareholders’ equity, and the comprehensive income
figures. The disclosure aligns with the requirements of IFRS and provides sufficient information for users of the financial statements
to understand the nature and impact of the restatement. Since the restatement was adequately disclosed in the financial statements, the
Corporation’s auditors concluded that an additional explanatory paragraph in the audit report was unnecessary.

 3. Consideration of AS 3101.18(e) and AS 2820:

 o AS 3101.18(e) requires an explanatory paragraph in the auditor’s report if a restatement is necessary to correct a material
misstatement. AS 2820.09 and .16-.17 guide auditors to include such a paragraph when the correction is fundamental to understanding the
financial statements. In this case, the restatement was neither fundamental to the users’ understanding nor did it indicate a pervasive
issue affecting the Corporation’s financial reporting framework. The correction was isolated to the classification of warrants and
did not affect the Corporation’s ability to continue as a going concern or its overall financial performance. As a result, the Corporation’s
auditors deemed that the inclusion of an explanatory paragraph would not enhance the clarity or utility of the financial statements.

 4. Consistency with Professional Judgment and Standards:

 o The decision not to include an explanatory paragraph was based on professional judgment, aligned with the guidance provided by PCAOB
standards. The Corporation’s auditors exercised their judgment in determining that the restatement did not significantly affect
the interpretation of the financial statements as a whole. The comprehensive disclosure in Note 25 served the purpose of informing stakeholders
of the restatement, ensuring transparency, and fulfilling the Corporation’s disclosure obligations.

The decision of the Corporation’s
auditor to not include an explanatory paragraph in the audit report was based on a thorough consideration of the materiality of the restatement,
the sufficiency of the disclosures in Note 25, and the relevant auditing standards. The existing disclosure within the financial statements
was deemed adequate to inform users of the restatement’s nature and impact, thereby negating the need for an additional explanatory
paragraph.

August 30, 2024

Page 4

Consolidated Statements of Cash Flows, page
F-4

 3. We note several items that are included in your statement of cash flows for the nine months ended
September 30, 2022 (as shown in your Form 6-K filed November 14, 2023) that are not included in your consolidated statement of cash flows
for fiscal 2022 in your Form 20-F. For the following items, please tell us why the items were not included for fiscal 2022:

 ● $11,982,320 of digital currencies for loan repayment within adjustments for cash flows used in operations;

 ● $1,250,000 for proceeds from a mortgage within cash provided by financing activities;

 ● $10,000,000 for repayment of loans payable within cash flows provided by financing activities; and

 ● $1,950,000 for acquisition of digital currency within cash flows used in investing activities. Further explain why the amount decreased
from $3,932,000 as shown in your statement of cash flows for the quarter ended March 31, 2022. Refer to your Form 6-K filed May 15, 2023.

Response: For the first
bullet item above, in the 2022 20-F, activity related to digital currency movements have been included in the “Cash flow supplemental
information”, Digital Currencies items, so activity is encompassed there. This was a grouping change from the presentation in the
financial statements for the third quarter of 2022 (the “Q3 Financial Statements”).

Proceeds from a mortgage would
be a misclassification in the Q3 Financial Statements. During 2022, the Corporation had assumed a mortgage of $1,250,000 and repaid $44,500
as of December 31, 2023.

For the third bullet item above,
this was amount was paid in Bitcoin (not cash). See also the Corporation’s response to Comment 11 below.

For the final bullet item above,
in the 2022 20-F, activity related to digital currency movements was included in the “Cash flow supplemental information”
and Digital Currencies items, so activity is encompassed there. This was a grouping change from prior quarters.

Note 2. Significant Accounting Policies

(a) Statement of compliance, page F-6

 4. Further to your response to prior comment 6, please confirm that in future filings, if the financial
statements comply with IFRS as issued by the IASB, you will provide the disclosure required by Item 17(c) of Form 20-F of such compliance
which must be unreservedly and explicitly stated in the notes to the financial statements.

Response: The Corporation
appreciates the Staff’s comments and confirms it will comply in future filings with this requirement.

(f) Revenue recognition, page F-7

 5. We acknowledge your response to prior comment 7. Please respond to the
following:

 ● Revise your disclosure to indicate that you have arrangements with the pool operator and clarify that
the pool operator is your customer, consistent with your response.

Response: The Corporation acknowledges the Staff’s comment
and notes that responsive disclosure was included in Note 2(f) of the Corporation’s consolidated financial statements for the years
ended December 31, 2023 and 2022 (the “2023 Canadian Financial Statements”) that were attached as Exhibit 99.2 to the Corporation’s
Form 6-K filed with the Commission on April 3, 2024.

August 30, 2024

Page 5

 ● Revise your disclosure to clarify, similar to your response, that you only participated in one mining
pool and the payout methodology under that mining pool is FPPS.

Response: The Corporation
acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian Financial Statements
that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.

 ● Your response indicates your single performance obligation is a service to perform hash calculations
for the pool operator and that contract inception occurs when the provision for performing hash calculations commences. Make a corresponding
revision to your accounting policy and related disclosures throughout your filing. Ensure that this disclosure indicates, if true, that
providing hash calculation for the pool operator is an output of your ordinary activities, that you determine when to provide services,
and that your enforceable right to compensation begins when, and continues for as long as, services are provided.

Response: The Corporation
acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian Financial Statements
that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.

 ● Tell us whether your customer, Foundry, has a unilateral enforceable right to terminate the contract
at any time without substantively compensating you for the termination. If such a termination right exists, and since you have concluded
that the duration of the contract is less than a day and that the contract continuously renews throughout the day per your response, revise
your accounting policy to state this.

Response: The Corporation
acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian Financial Statements
that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.

 ● To the extent your mining pool operator possesses the ability to terminate the contract at any time,
it appears this right could be akin to a renewal right. If this right exists, tell us whether it is a material right. For example, clarify
whether the terms, conditions, and compensation amounts of the renewal right are at the then-current market rates. If so, tell us whether
you have concluded that the customer’s renewal option is not a material right. Refer to IFRS 15.26(j). Make corresponding revisions
to your accounting policy and related disclosures to the extent necessary.

Response:
The Corporation acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian
Financial Statements that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.

 ● You
                                            told us that you do not receive any transaction fees. We note that under Foundry’s
                                            agreement, payments are made for the expected value of the block reward plus the transaction
                                            fee reward. Tell us further why you believe you do not receive any transaction fees.

Response: The
Corporation acknowledges the Staff’s comment and notes that responsive disclosure was included in Note 2(f) of the 2023 Canadian
Financial Statements that were attached as Exhibit 99.2 to the Corporation’s Form 6-K filed with the Commission on April 3, 2024.

    ●
    Your response told us that you measure

United States securities and exchange commission logo
March 4, 2024
Michel Amar
Chief Executive Officer
Digihost Technology Inc.
18 King Street East
Suite 902
Toronto, Ontario
Canada M5C 1C4
Re:Digihost Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated December 22, 2023
File No. 001-40527
Dear Michel Amar:
            We have reviewed your December 22, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. 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. Unless
we note otherwise, any references to prior comments are to comments in our September 8,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects, page 22
1.We acknowledge your response to prior comment 2. Please respond to the following:
•With respect to your break-even analysis, address the following:oYou reflect that 380 bitcoin were remitted per agreements. Disclose the nature
of the remitted bitcoin, or reference to where you disclose the information.
oTell us why you excluded the costs of the miner lease and hosting agreement
since it appears that you include the related bitcoins mined.
•With respect to the number of data miners available to mine, including as part of any
hosting arrangements, disclose the number of data miners available to mine, and as
part of any hosting arrangement for the periods presented. In your response you

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 March 4, 2024 Page 2
 FirstName LastNameMichel Amar
Digihost Technology Inc.
March 4, 2024
Page 2
reflect an increase in active miners of 9,237 and miners per hosting arrangements of
3,350 which does not provide an understanding of your overall operations and costs
thereof.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
2.We acknowledge your response to prior comment 3. However, we note that AS 2820.09
and .16 - .17 relate to the Correction of a Material Misstatement in Previously Issued
Financial Statements. Specifically, AS 2820.16 refers to recognizing in the auditor's
report through the addition of an explanatory paragraph the correction of a material
misstatement in previously issued financial statements. As we note that you restated your
previously issued financial statements for fiscal 2021 as described in Note 25, ask
your auditors to tell us how they considered AS 3101.18(e) and AS 2820.09 and .16 - .17.
Consolidated Statements of Cash Flows, page F-4
3.We note several items that are included in your statement of cash flows for the nine
months ended September 30, 2022 (as shown in your Form 6-K filed November 14, 2023)
that are not included in your consolidated statement of cash flows for fiscal 2022 in your
Form 20-F. For the following items, please tell us why the items were not included for
fiscal 2022:
•$11,982,320 of digital currencies for loan repayment within adjustments for cash
flows used in operations;
•$1,250,000 for proceeds from a mortgage within cash provided by financing
activities;
•$10,000,000 for repayment of loans payable within cash flows provided by financing
activities; and
•$1,950,000 for acquisition of digital currency within cash flows used in investing
activities. Further explain why the amount decreased from $3,932,000 as shown in
your statement of cash flows for the quarter ended March 31, 2022. Refer to your
Form 6-K filed May 15, 2023.
Note 2. Significant Accounting Policies
(a) Statement of compliance, page F-6
4.Further to your response to prior comment 6, please confirm that in future filings, if the
financial statements comply with IFRS as issued by the IASB, you will provide the
disclosure required by Item 17(c) of Form 20-F of such compliance which must be
unreservedly and explicitly stated in the notes to the financial statements.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 March 4, 2024 Page 3
 FirstName LastNameMichel Amar
Digihost Technology Inc.
March 4, 2024
Page 3

(f) Revenue recognition, page F-7
5.We acknowledge your response to prior comment 7. Please respond to the following:
•Revise your disclosure to indicate that you have arrangements with the pool operator
and clarify that the pool operator is your customer, consistent with your response.
•Revise your disclosure to clarify, similar to your response, that you only participated
in one mining pool and the payout methodology under that mining pool is FPPS.
•Your response indicates your single performance obligation is a service to
perform hash calculations for the pool operator and that contract inception occurs
when the provision for performing hash calculations commences. Make a
corresponding revision to your accounting policy and related disclosures throughout
your filing. Ensure that this disclosure indicates, if true, that providing hash
calculation for the pool operator is an output of your ordinary activities, that you
determine when to provide services, and that your enforceable right to compensation
begins when, and continues for as long as, services are provided.
•Tell us whether your customer, Foundry, has a unilateral enforceable right to
terminate the contract at any time without substantively compensating you for the
termination. If such a termination right exists, and since you have concluded that the
duration of the contract is less than a day and that the contract continuously renews
throughout the day per your response, revise your accounting policy to state this.
•To the extent your mining pool operator possesses the ability to terminate the contract
at any time, it appears this right could be akin to a renewal right. If this right exists,
tell us whether it is a material right. For example, clarify whether the terms,
conditions, and compensation amounts of the renewal right are at the then-current
market rates. If so, tell us whether you have concluded that the customer’s renewal
option is not a material right. Refer to IFRS 15.26(j). Make corresponding revisions
to your accounting policy and related disclosures to the extent necessary.
•You told us that you do not receive any transaction fees. We note that under
Foundry's agreement, payments are made for the expected value of the block reward
plus the transaction fee reward. Tell us further why you believe you do not receive
any transaction fees.
•Your response told us that you measure non-cash consideration using both (i) the
price of bitcoin at the end of each day and your policy is consistently applied and (ii)
the average price of bitcoins in effect on the day the bitcoins are mined. We note that
the average price is consistent with your disclosure. Clarify your valuation policy for
us and tell us whether or not you have consistently applied that policy for the periods
presented in your financial statements. Ensure that your disclosures are consistent
with your policy.
•You disclose that digital currencies are considered earned on the completion and
addition of a block to the blockchain, at which time the economic benefit is received
and can be reliably measured. We are unable to reconcile your disclosure to the
requirements of IFRS 15.31, which indicates that recognition occurs upon the transfer

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 March 4, 2024 Page 4
 FirstName LastName
Michel Amar
Digihost Technology Inc.
March 4, 2024
Page 4
of control of the service. Revise your accounting policy to comply with IFRS 15.
Tell us whether applying the corrected policy to historical periods results in a
material change to the historical financial statements presented.
•Tell us, and revise your accounting policy to disclose, the date at which you measure
the noncash consideration received for providing hash calculations to the pool
operator and how the measurement date relates to the date you transfer control of the
service under the contract.
•Revise your accounting policy to disclose the form of consideration to which you are
entitled for providing the service of performing hash calculations for the pool
operator (i.e., bitcoin) and your conclusion that the consideration is variable. Also,
revise your accounting policy to identify the formula used to determine the amount of
consideration to which you are entitled and describe the variables that comprise the
formula. For example, under the FPPS payout model it appears you earn
compensation equal to the sum of your share of (a) network block subsidies and (b)
network transaction fees less (c) pool operating fees and that each of these
components has a number of variables.
•Revise the statement in your accounting policy describing the transaction price to
clarify whether you constrain any portion of your estimate of the variable
consideration to which you are entitled for performing the service.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 March 4, 2024 Page 5
 FirstName LastName
Michel Amar
Digihost Technology Inc.
March 4, 2024
Page 5
(g) Digital currrencies, page F-7
6.In response to prior comment 9, you told us that Coinbase is your principal market under
IFRS 13 but you measure fair value using the quoted price on CoinMarketCap.com, a
pricing aggregator. We do not believe that your response provides sufficient analysis to
demonstrate how your accounting policy to use Coinmarketcap.com to determine the fair
value of the digital currencies complies with IFRS 13. Please expand your analysis
to demonstrating how you comply with the presumption in IFRS 13.17 and the
requirement in IFRS 13.18.
Note 3. Digital Currencies, page F-16
7.In your Form 6-K filed November 14, 2023, you disclose that the miner lease agreement
was terminated on February 15, 2023. Confirm our understanding that both the lease and
hosting agreement were terminated and you have no further relationship with Northern
Data. Otherwise, explain the nature of the relationship after February 15, 2023.
Note 5. Property, Plant and Equipment, page F-17
8.We acknowledge your response to prior comment 12 and the disclosures in Note 6 of
your interim financial statements included in your Form 6-K filed November 14, 2023.
Please respond to the following:
•Tell us the nature and status of the balance of $5.1 million in your power plant
infrastructure in progress account as of September 30, 2023 and when you expect
these assets will be placed in use.
•Tell us your depreciation method and period for the power plant infrastructure in use.
•Tell us the nature of the negative entries for $499,950 and $1.2 million within power
plant infrastructure in progress in Note 6.
Note 13. Warrant Liabilities, page F-21
9.Your response to prior comment 13 did not fully respond to our comment. Please respond
to the following:
•In Note 13, you disclose that due to the characteristics of certain warrants, the fixed-
for-fixed condition is not met, but you do not disclose those characteristics. Tell us
and disclose in future filings the significant terms of the warrants included in Notes
13 and 15 that caused those warrants to be classified as liabilities and not equity.
•Provide us with a detailed analysis of how you considered the terms of the warrants
in determining to account for them as liabilities and specifically cite the accounting
literature applied and how you applied it to your facts and circumstances.
•Tell us if you received cash for the warrants and the amount related to the warrants
included in the $50,218,093 in cash proceeds from private placements, net of costs as
reflected in your consolidated statements of cash flows.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 March 4, 2024 Page 6
 FirstName LastNameMichel Amar
Digihost Technology Inc.
March 4, 2024
Page 6
Note 19. Cash Flow Supplemental Information, page F-29
10.In response to prior comment 14, you told us you believe your classification is consistent
with how similar entities handle these transactions, but you did not tell us how your
classification complies with IFRS. Please explain to us how you considered and applied
IAS 7, including IAS 7.16(a) and (b), in determining the cash flow classification
of Acquisition of digital currencies and Digital currencies traded for cash, within
operating activities.
11.Please provide us and disclose in future filings investing and financing transactions that do
not require the use of cash or cash equivalents and clearly identify any transactions related
to digital currencies. Refer to IAS 7.43. Also, reconcile for us the digital currency
transactions to amounts presented in related disclosures and provide sufficient detail to
explain the nature of the differences and the underlying transactions, including the
following:
•Reconcile the amount of miner lease and hosting of $9,768,179 for fiscal 2022 shown
in this note to the amount of bitcoin remitted to Northern Data of $10,836,179 shown
for fiscal 2022 in the second table on page F-16.
•Reconcile the amount of digital currencies for loan repayment of $11,982,320 shown
in your digital currencies rollforward for fiscal 2022 on page F-16 to the amount of
new loans repaid of $10 million for fiscal 2022 in Note 11 on page F-20. Tell us what
the difference of $1,198,320 represents and where it is recognized in your financial
statements.
•Reconcile the amount of interest paid in digital currencies of $216,329 for fiscal 2022
shown in this note to your rollforward of digital currencies on page F-16 which does
not include a similar line item. Tell us how you recognized the transaction in your
statement of comprehensive income.
•Reconcile the amount of loss on revaluation of digital currencies of $3,386,890 for
fiscal 2022 shown in this note to the amount of loss on revaluation of digital
currencies $3,256,530 for fiscal 2022 shown in the statement of comprehensive
income on page F-3 and also disclosed in footnote 1 on page F-16.
Note 25. Restatement, page F-34
12.In response to prior comment 16, you told us that you erred in your initial analysis and
recording of the warrants in equity instead of as a liability, which triggered the
restatement, but you believe your overall internal control over financial reporting is
effective. Please tell us in sufficient detail how you determined that your internal control
over financial reporting and disclosure controls and procedures were nonetheless effective
and whether you identified any material weaknesses in your ICFR.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 March 4, 2024 Page 7
 FirstName LastName
Michel Amar
Digihost Technology Inc.
March 4, 2024
Page 7
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

December
22, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, NE

Washington,
D.C. 20549

Attn:
Kate Tillan and Michelle Miller

Re: Digihost
                                            Technology Inc.

                                            Form 20-F for the Fiscal Year Ended December 31, 2022

                                            Filed July 14, 2023

                                            Form 6-K filed May 15, 2023

                                            File No. 001-40527

Dear
Mses. Tillan and Miller:

On
behalf of Digihost Technology Inc. (the “Corporation” or “Digihost”), I am responding to the comments contained
in the letter dated September 8, 2023 (the “Letter”) from the staff of the U.S. Securities and Exchange Commission (the “Commission”
and, the staff of the Commission, the “Staff”) to Michel Amar, Chief Executive Officer of the Corporation, relating to the
Corporation’s Form 20-F for the fiscal year ended December 31, 2022 (the “2022 20-F”) and Form 6-K filed May 15, 2023
(the “Form 6-K”). The responses contained herein are keyed to the numbers of the comments in the Letter, which appear in
italics below for convenience of reference. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them
in the 2022 20-F, and all dollar amounts are expressed in United States dollars (“USD” or “$”).

Form
20-F for the Fiscal Year Ended December 31, 2022

General

1. You
                                            disclose that all of your revenues in the past three years were from U.S. operations (page
                                            22) and more than 50% of your assets were located in the U.S. for the past three years (page
                                            F-30). Please tell us how you determined that you qualify as a foreign private issuer. Refer
                                            to Securities Act Rule 405 and Exchange Act Rule 3b-4.

Response:
Under Securities Act Rule 405, a “foreign private issuer” is defined as:

“any
foreign issuer other than a foreign government except an issuer meeting the following conditions as of the last business day of its most
recently completed second fiscal quarter:

(i)
More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the
United States; and

December 22, 2023

Page 2

(ii)
Any of the following:

(A)
The majority of the executive officers or directors are United States citizens or residents;

(B)
More than 50 percent of the assets of the issuer are located in the United States; or

(C)
The business of the issuer is administered principally in the United States.”

The
definition of “foreign private issuer” in Rule 3b-4 of the Exchange Act is substantially the same. The determination of whether
more than 50 percent of an issuer’s outstanding voting securities are directly or indirectly owned of record by residents of the
United States is hereinafter referred to as the “50% test.”

Management
of the Corporation, utilizing data, including holders of record as well as a list of beneficial owners of the Corporation’s securities,
provided by a data service provider (the “data”), determined that it was a foreign private issuer during the fiscal period
covered by the 2022 20-F. The Corporation is a corporation incorporated under the Business Corporations Act (British Columbia) and has
two outstanding classes of voting securities—subordinate voting shares (the “SV Shares”) and proportionate voting shares
(the “PV Shares”). As described in the 2022 20-F, the SV Shares and the PV Shares have identical rights, except that each
holder of PV Shares is entitled to 200 votes per PV Share, and each holder of SV Shares is entitled to one vote per SV Share. The Staff
has confirmed, as set forth in Securities Act Compliance & Disclosure Interpretation Question 203.17, that, in applying the 50% test,
an issuer may look to the absolute number of voting securities owned of record outside and inside the United States, or the voting power
of such securities. The Corporation, on information and belief, including based on the data, respectfully notes the following:

 ● Management
                                            of the Corporation confirmed the Corporation’s status as a foreign private issuer in
                                            connection with the filing on October 29, 2021 of Amendment No. 1 to the Corporation’s
                                            registration statement on Form 40-F (File No. 001-40527), which was subsequently declared
                                            effective by the SEC on November 12, 2021 (at which point the Corporation became an SEC reporting
                                            company). As of October 28, 2021, 20,396,638 of the Corporation’s voting securities
                                            were outstanding, 3,048,497, or 14.95%, of which were held by United States holders.

 ● As
                                            of June 14, 2022, 29,550,439 of the Corporation’s voting securities were outstanding,
                                            7,557,123, or 25.57%, of which were held by United States holders.

The
Corporation acknowledges that the data regarding the holders of its outstanding voting securities in 2022 was as of June 14, 2022, rather
than June 30, 2022 (the end of the Corporation’s second fiscal quarter). However, the Corporation supplementally notes for the
Staff that it reassessed its status as a foreign private issuer for 2024, and, based on the data, as of June 30, 2023, 28,600,831 of
the Corporation’s voting securities were outstanding, 6,283,874, or 21.97%, of which were held by United States holders. The Corporation
has no reason to believe that, if it had the data available to it as of June 30, 2022, the holders of its outstanding voting securities
would have caused it to fail to qualify as a foreign private issuer under the 50% test, in particular because (i) at each time when the
Corporation assessed its status as a foreign private issuer, it has been able to confirm that the percentage of the Corporation’s
outstanding voting securities held of record by United States holders was significantly below the 50% threshold and (ii) as of the most
recent assessment, the percentage decreased as compared to the prior year. On that basis, the Corporation concluded that (a) it was and
continues to be a foreign private issuer under the 50% test, and (b) an evaluation of its status as a foreign private issuer under part
(ii) of the foreign private issuer definition was not necessary.

December
22, 2023

Page 3

Item
5. Operating and Financial Review and Prospects, page 22

2. We
                                            note that your cost of digital currency mining increased 124% from $13.8 million in 2021
                                            to $31 million in 2022 which you attribute to the increase in energy and infrastructure related
                                            expenses in both New York and Alabama as well as the addition of incremental miners whereas
                                            your hashrate only increased 63% from 400 PH/s in 2021 to 650 PH/s in 2022. We also note
                                            that in 2021 you purchased 10,000 high performance Bitcoin miners for a total cost of $26.8
                                            million. Please address the following:

 ● Disclose
                                            a comprehensive breakeven analysis for your mining operations that compares the cost to earn/mine
                                            one crypto asset with the value of the crypto asset.

Response:
Per the 2022 financial statements, the Company’s total operating costs for year respective years vs total coins mined were
as follows:

 ● Disclose
                                            the range of the value of crypto for the periods presented and include the assumptions made
                                            in determining value and other inputs in your calculations.

Response:
For periods presented, the Company used the below ranges of value in regard to the price of its crypto from CoinMarketCap. CoinMarketCap
is a pricing aggregator to determine the value of crypto in the periods presented (described in subsequent responses below in greater
detail). The range of prices varies depending on the period, but an example of the range used is below:

December
22, 2023

Page 4

Paragraph
17 of IFRS 13 states that “an entity need not undertake an exhaustive search of all possible markets to identify the principal
market, but it shall take into account all information that is reasonably available. In the absence of evidence to the contrary, the
market in which the entity would normally enter into a transaction to sell the asset is presumed to be the principal market”

The
Company utilizes CoinMarketCap and on a daily basis compares Bitcoin price to the price on Coinbase (its principal market for pricing)
during the periods presented. The difference in prices is immaterial.

 ● Disclose
                                            the number of data miners available to mine, including as part of any hosting arrangements
                                            that are included in digital currency mining cost.

Response:
Approximately 6,400 active miners as of December 31, 2021, available to mine. Miners per hosting arrangements as of December 31,
2021, 100. Approximately 15,637 active miners as of December 31, 2022, available to mine. Miners per hosting arrangements as of December
31, 2022, 3,450.

Report
of Independent Registered Public Accounting Firm, page F-1

3. In
                                            Note 25, you disclose a restatement of your fiscal 2021 financial statements. We note no
                                            reference to this restatement in the audit opinion. Please request your auditors to tell
                                            us how they considered whether to add an explanatory paragraph about the restatement to their
                                            report. Refer to AS 3101.18(e) and AS 2820.09 and .16 - .17.

Response:
In response to your query concerning the absence of an explanatory paragraph in our audit opinion regarding the restatement of our fiscal
2021 financial statements, we provide the following elaboration, grounded in the specifics of PCAOB Auditing Standards AS 3101.18(e)
and AS 2820.09, .16, and .17.

Alignment
with AS 3101.18(e): According to AS 3101.18(e), an auditor’s
report should include an explanatory paragraph when certain conditions are met, particularly around matters that are of such importance
that they are fundamental to users’ understanding of the financial statements. In our case, the restatement adjustments, primarily
concerning the warrants, were identified and corrected in the preliminary stages of the financial year 2022. This preemptive rectification
meant the financial statements presented for auditing for the year ended December 31, 2022, already included these adjustments. Consequently,
the final audited financial statements accurately reflected the company’s financial position without necessitating an additional
explanatory paragraph, as the restatement did not have a material effect on the users’ understanding of the financial statements
for the year 2022.

December
22, 2023

Page 5

Compliance
with AS 2820.09, .16, and .17: AS 2820.09, 2820.16, and
2820.17 guide the auditor’s consideration of an entity’s ability to continue as a going concern. The nature and timing of
the restatement did not, in our professional judgment, raise substantial doubt about the company’s ability to continue as a going
concern. The adjustments were non-recurring and did not significantly affect our assessment of the company’s operational viability
or financial integrity. Therefore, an explanatory paragraph regarding the restatement was deemed unnecessary as per these standards.

In
summary, our decision not to include a specific explanatory paragraph about the restatement in our auditor’s report was a result of consideration
of the standards AS 3101.18(e) and AS 2820.09, .16, and .17. We determined that the restatement did not bear materially on the current
period’s financial statements nor on the company’s ability to continue as a going concern, thus rendering an additional explanatory paragraph
unnecessary.

Consolidated
Statements of Comprehensive Income, page F-3

4. Tell
                                            us the significant terms of your digital currency option calls, how you are accounting for
                                            them and why, citing the accounting literature relied upon and how you applied that literature
                                            to your facts and circumstances.

Response:
Significant terms of our digital currency option calls (prices in USD)
include:

Trade
Date: 5/9/2022

Currency
Option Type: BTC Call

Call
Currency: BTC 100

Strike
Price: $35,000

Reference
Currency: BTC

Spot
Reference Price: $30,400

Expiration
Date: 9/30/2022

Trade
Date: 5/24/2022

Currency
Option Type: BTC Call

Call
Currency: BTC 150

Strike
Price: $30,000

Reference
Currency: BTC

Spot
Reference Price: $28,500

Expiration
Date: 12/31/2022

Trade
Date 5/9/2022

Trade
1:

Notional
Quantity 50 BTC

Strike
Price: $40,000

Premium:
$150,000

Expiration
Date: 9/30/2022

Settlement
Date: 9/30/2022

December 22, 2023

Page 6

Trade
2:

Notional
Quantity 50 BTC

Strike
Price: $35,000

Premium:
$235,500

Expiration
Date: 9/30/2022

Settlement
Date: 9/30/2022

Trade
3:

Notional
Quantity 50 BTC

Strike
Price: $35,000

Premium:
$238,000

Expiration
Date: 9/30/2022

Settlement
Date: 9/30/2022

The
Corporation relied on IFRS 9 guidelines to account for these options, accounting for them at fair value at the end of each quarter by
adjusting the position of the contract to marked-to-market, with gains or losses recognized in net income. When contracts are settled,
they are derecognized by removing the corresponding derivative asset or liability from the Statement of Financial Position. The offsetting
balance settles to cash and any resulting gain/loss is recorded through profit or loss.

Bitcoin
is not considered as cash, a currency, or a financial instrument. According to an IFRIC Agenda Decision (IFRIC update - March 2019),
cryptocurrency such as bitcoin is generally considered as an intangible asset within the scope of IAS 38, Intangible Assets. Paragraph
2.4 of IFRS 9, Financial Instruments, states the following regarding contracts to purchase a non-financial item, such as a BTC purchase
option:

“This
Standard shall be applied to purchase or sale contracts of a non-financial item that can be settled net in cash, another financial instrument,
or by exchanging financial instruments, as if these contracts were financial instruments, except for contracts entered into and held
for the purpose of receipt or delivery of a non-financial item in accordance with the entity’s expected purchase, sale, or usage requirements.
However, this Standard shall be applied to contracts that the entity designates as being measured at fair value through profit or loss
according to paragraph 2.5.” (emphasis added)

Paragraph
2.6 of IFRS 9 adds the following:

“There
are several ways for a purchase or sale contract of a non-financial item to be capable of being settled net in cash, another financial
instrument, or by exchanging financial instruments. This is the case in the following situations:

a)
when the contract conditions allow either party to settle net in cash, another financial instrument, or by exchanging financial instruments;

b)

United States securities and exchange commission logo
September 8, 2023
Michel Amar
Chief Executive Officer
Digihost Technology Inc.
18 King Street East
Suite 902
Toronto, Ontario
Canada M5C 1C4
Re:Digihost Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed July 14, 2023
Form 6-K filed May 15, 2023
File No. 001-40527
Dear Michel Amar:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
General
1.You disclose that all of your revenues in the past three years were from U.S. operations
(page 22) and more than 50% of your assets were located in the U.S. for the past three
years (page F-30).  Please tell us how you determined that you qualify as a foreign private
issuer.  Refer to Securities Act Rule 405 and Exchange Act Rule 3b-4.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 September 8, 2023 Page 2
 FirstName LastName
Michel Amar
Digihost Technology Inc.
September 8, 2023
Page 2
Item 5. Operating and Financial Review and Prospects, page 22
2.We note that your cost of digital currency mining increased 124% from $13.8 million in
2021 to $31 million in 2022 which you attribute to the increase in energy and
infrastructure related expenses in both New York and Alabama as well as the addition of
incremental miners whereas your hashrate only increased 63% from 400 PH/s in 2021 to
650 PH/s in 2022.  We also note that in 2021 you purchased 10,000 high performance
Bitcoin miners for a total cost of $26.8 million.  Please address the following:

•Disclose a comprehensive breakeven analysis for your mining operations that
compares the cost to earn/mine one crypto asset with the value of the crypto asset.
•Disclose the range of the value of crypto for the periods presented and include the
assumptions made in determining value and other inputs in your calculations.
•Disclose the number of data miners available to mine, including as part of any
hosting arrangements that are included in digital currency mining cost.

Provide us with your proposed disclosure.
Report of Independent Registered Public Accounting Firm, page F-1
3.In Note 25, you disclose a restatement of your fiscal 2021 financial statements.  We note
no reference to this restatement in the audit opinion.  Please request your auditors to tell us
how they considered whether to add an explanatory paragraph about the restatement to
their report.  Refer to AS 3101.18(e) and AS 2820.09 and .16 - .17.
Consolidated Statements of Comprehensive Income, page F-3
4.Tell us the significant terms of your digital currency option calls, how you are accounting
for them and why, citing the accounting literature relied upon and how you applied that
literature to your facts and circumstances.
Consolidated Statements of Changes in Shareholders' Equity, page F-5
5.Please tell us why the header, Number of shares, is placed over the column for share
capital and Cumulative digital currency, is placed over the columns for contributed
surplus and translation adjustment.
Note 2. Significant Accounting Policies
(a) Statement of compliance, page F-6
6.We note your disclosure that the consolidated financial statements have been prepared in
accordance with IFRS issued effective for the Company's reporting for the year ended
December 31, 2022.  We also note the reference in the audit report on page F-1 to IFRS as
issued by the IASB and the same disclosures on pages 52 and 70.  Please tell us whether
the financial statements comply with IFRS as issued by the IASB and required by Item
17(c) of Form 20-F and reconcile your disclosures accordingly.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 September 8, 2023 Page 3
 FirstName LastNameMichel Amar
Digihost Technology Inc.
September 8, 2023
Page 3
(f) Revenue recognition, page F-7
7.Please respond to the following.  In your response, where appropriate, reference for us the
authoritative literature you relied upon to support your accounting.
•Provide us with the contracts you have with each of your mining pool operators,
including how payments are calculated, when payments are made, and the form of
payment.
•Tell us the type of service provided in each contract (e.g., FPPS, PPS+, etc.).
•Give us a thorough accounting analysis describing your application of the five steps
in IFRS 15 to each contract, including the specific nature of your performance
obligation under the contract terms, e.g. computing power or the performance of
testing nonces.  Your analysis should highlight significant accounting judgments
made and alternatives considered and rejected, if any.
•Tell us the types of digital currencies mined.
•Tell us how and when you recognize your work performed to the pool operator.
•Tell us the payment terms for digital currencies earned from the mining pool
operator, including identifying the form of consideration (including the type of
cryptocurrency), how the amount of consideration is determined, and when you are
paid.
•Tell us whether you receive any transaction fees.
•In Note 2(f), you disclose that revenue is measured based on the fair value of the
digital currencies received and fair value is determined using the spot price of the
digital currencies on the date of receipt. In your Form 6-K filed May 15, 2023, you
disclose that revenue from Bitcoin mining is recognized based upon the average
Bitcoin price in effect on the day the Bitcoins are mined.  Tell us why the disclosures
are different and how you considered IFRS 15.66.
•Explain the application of any variable consideration constraints.
•Tell us how you consider your agreement(s) with Northern Data, NY LLC to split a
portion of the mining rewards received, in your determination of revenue recognized.
8.You disclose that in 2022, the commencement of revenues associated with various hosting
agreements offset the decrease in average Bitcoin prices.  Please tell us and enhance future
filings to separately disclose your accounting policy for hosting revenue and the related
amounts recognized for the periods presented.
(g) Digital currrencies, page F-7
9.Please respond to the following:
•Tell us how you determined to use Coinmarketcap to measure the fair value of digital
currencies, as we note that Coinmarketcap is not itself a market where bitcoin and
other cryptocurrencies are traded.  Tell us how you considered IFRS 13.16 - .20 and
refer for us the authoritative literature you rely upon to support your accounting.
•Explain to us why you disclose that the principal or most advantageous market is not
always known.
•If the principal or most advantageous market is not always known, how are you able

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 September 8, 2023 Page 4
 FirstName LastNameMichel Amar
Digihost Technology Inc.
September 8, 2023
Page 4
to make the statement that you believe any price difference amongst the principal
market and an aggregated price is immaterial.
•Tell us the market(s) in which you entered into transactions to sell bitcoin and
ethereum during the periods presented and the level of volume and activity of those
markets.
•Tell us the names and level of volume and activity of other markets for bitcoin and
ethereum that you considered in your assessment under IFRS 13.
Note 3. Digital Currencies, page F-16
10.In future filings, please revise line item descriptions (or add footnotes) to clarify whether
transactions are cash or non-cash.  For example, we note the line item Acquisition of
digital currencies.  It appears that this acquisition may have been for cash, but the
disclosure does not state that it was.
11.With respect to your agreement(s) with Northern Data, please respond to the following:
•Tell us the significant terms of your agreement(s) with Northern Data.  We note your
Miner Lease and Hosting agreements and your Bitcoin miner purchase agreement.
•Tell us how you are accounting for the agreement(s) and why, citing the accounting
literature relied upon and how you applied that literature to your facts and
circumstances.
•Your response should address your recognition of revenue and costs under the
agreement, and why the amount owed to Northern Data is accounted for at FVTPL.
•Tell us the nature of the item Miner lease and hosting of $9.8 million included in the
table in Note 19 on page F-29, why this is properly classified as an operating activity,
and how it reconciles to the $2.5 million of miner lease and hosting agreement
included in cost of digital currency mining in your consolidated statements of
comprehensive income and hosting expenses of $7.2 million disclosed on page 25.
Note. 5 Property, Plant and Equipment, page F-17
12.We note that "Powerplant in Progress" was $7.1 million and $11 million as of December
31, 2021 and December 31, 2022, respectively.  Please tell us and enhance future filings to
disclose the nature and status, including why you are not depreciating and how you
evaluate for impairment considering depreciation expense of 28% of the carrying value
for "Powerplant in Use" in 2022.
Note 13. Warrant Liabilities, page F-21
13.Please respond to the following:
•Tell us the significant terms of the warrants included in Note 13 and Note 15.
•Provide us with your accounting analysis for all of the warrants, citing the accounting
literature applied and how you applied it to your facts and circumstances.
•Tell us where you disclose the terms of the warrants that resulted in them being
accounted for as liabilities.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 September 8, 2023 Page 5
 FirstName LastName
Michel Amar
Digihost Technology Inc.
September 8, 2023
Page 5
Note 19. Cash Flow Supplemental Information, page F-29
14.Please respond to the following:
•Tell us why you classified the items, Acquisition of digital currencies and Digital
currencies traded for cash, within operating activities.  Refer to IAS 7, including IAS
7.16(a) and (b).
•Tell us why the amount of Digital currencies items for 2020 of $(1,824,090) in your
Statement of Cash Flows does not agree to the detail provided in Note 19 on page F-
29 which shows $(3,616,161) for 2020.
Note 21. Segment Reporting, page F-30
15.Please tell us how you considered the disclosures required by IAS 8.34, Information about
major customers.
Note 25. Restatement, page F-34
16.You disclose that during your external audit for fiscal 2022, you identified that the fixed-
for-fixed condition for certain warrants was not met.  Please respond to the following:
•Tell us why you did not disclose the amount of the correction for your earnings per
share. Refer to IAS 8.49(b).
•On page 66, you disclose that management determined that your internal control over
financial reporting was effective as of December 31, 2022.  You also disclose that
there were no changes in internal control over financial reporting during the fiscal
year ended December 31, 2022.  In light of the restatement, please tell us how you
nonetheless determined that internal control over financial reporting is effective.
Form 6-K filed May 15, 2023
Note 4. Business Combination, page 8
17.You disclose that on February 8, 2023, you completed the acquisition of a 60 MW power
plant in North Tonawanda, New York for a total consideration of $5.9 million, including
goodwill for $2.5 million and that the transaction was accounted for as a business
combination under IFRS 3, Business Combinations.  We also note your disclosure that
you plan to have the acquired 60MW power plant fully operational by the end of Q2 and
that the power plant infrastructure includes both Company-owned miners as well as third-
party hosting.  Please tell us the terms, including how you determined that the power plant
qualifies as a business.  Refer to IFRS 3, paragraph 3.

 FirstName LastNameMichel Amar
 Comapany NameDigihost Technology Inc.
 September 8, 2023 Page 6
 FirstName LastName
Michel Amar
Digihost Technology Inc.
September 8, 2023
Page 6
            In closing, 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.
            You may contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets