SecProbe.io

CORRESP
 1
 filename1.htm

 August 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Re :
 WhiteFiber, Inc.

 Registration Statement on Form S-1

 ( File No. 333-288650)

 Acceleration Request

 Requested Date: August 6, 2025

 Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the " Act "), we, as representatives of the several underwriters, hereby
join in the request of WhiteFiber, Inc. (the " Company ") for acceleration of the effective date of the above-referenced
Registration Statement on Form S-1, requesting effectiveness as of 4:00 P.M., Eastern Time, on August 6, 2025, or as soon thereafter as
practicable or at such later time as the Company or its outside counsel, White & Case LLP, may request via telephone call to the staff
of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under
the Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to secure adequate distribution
of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration
Statement.

 We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 B. RILEY SECURITIES, INC.

 NEEDHAM & COMPANY, LLC

 For themselves and as representatives of the several underwriters

 B. RILEY SECURITIES, INC.

 By:
 /s/ Jimmy Baker

 Name:
 Jimmy Baker

 Title:
 Co-CEO

 NEEDHAM & COMPANY, LLC

 By:
 /s/ Matthew Castrovince

 Name:
 Matthew Castrovince

 Title:
 Managing Director

 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 WhiteFiber, Inc.

 31 Hudson Yards, Floor
11, Suite 30

 New York, NY 10001

 August 4, 2025

 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: Irene Paik & John Dana Brown

 Re: WhiteFiber, Inc.
Registration Statement on Form S-1 File No. 333-288650

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended,
WhiteFiber, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-1 (the
"Registration Statement") be accelerated to, and that the Registration Statement be declared effective at, 4:00 p.m. Washington,
D.C. time on August 6, 2025, or as soon as practicable thereafter. By separate letter, the underwriters for the offering to which
the Registration Statement relates join in this request for acceleration.

 If you have any questions, please contact the
Company's counsel, Laura Katherine Mann or Bryson Manning, at laurakatherine.mann@whitecase.com or bryson.manning@whitecase.com,
or by telephone at 713-496-9695 or 832-786-6142, and please notify White & Case LLP when this request for acceleration has been granted.

 Thank you for your assistance in this matter.

 Sincerely,

 WHITEFIBER, INC.

 By:

 /s/ Sam Tabar

 Sam Tabar

 Chief Executive Officer

 cc: Erke Huang, WhiteFiber, Inc.
Laura Katherine Mann, White & Case LLP
Pratin Vallabhaneni, White & Case LLP
Erica Hogan, White & Case LLP
Bryson Manning, White & Case LLP

CORRESP
 1
 filename1.htm

 July 23, 2025

 VIA EDGAR CORRESPONDENCE

 Mr. John Dana Brown

 Ms. Irene Paik

 Mr. Rolf Sundwall

 Mr. David Irving

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:
 WhiteFiber, Inc.
Registration Statement on Form S-1
Filed July 11, 2025
 File No. 333-288650

 Ladies and Gentlemen:

 On behalf of our client, WhiteFiber,
Inc. (the "Company"), a Cayman Islands exempted company, and pursuant to the applicable provisions of the Securities Act of
1933, as amended (the "Securities Act") and the rules and regulations promulgated thereunder, we hereby submit in electronic
form the responses of the Company to comments received from the Division of Corporation Finance (the "Staff") of the U.S.
Securities and Exchange Commission (the "Commission") in a letter dated July 22, 2025 (the "Comment Letter").

 Concurrently with the submission
of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-1 (the "Registration Statement").
The Registration Statement reflects the response of the Company to the Comment Letter. The discussion below is presented in the order
of the comments received from the Staff. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement.
For your convenience, reference in the responses to page numbers are to where they appear in the Registration Statement and to the prospectus
contained therein.

 Registration Statement
on Form S-1

 Certain Material United Stated
Federal Income Tax Considerations, page 135

 1.
 It appears that the tax opinion filed as Exhibit 8.1 to the registration statement is a short-form opinion. If true, please revise your disclosure in this section to clearly identify each material tax consequence being opined upon, set forth the opinion as to each identified tax item, and set forth the basis for the opinion, stating clearly that the disclosure is the opinion of the named counsel. Please also revise the tax opinion filed as Exhibit 8.1 to clarify that the statements relating to material United States Federal income tax consequences are the opinion of counsel rather than an "accurate summary." Finally, please revise this heading, the preceding heading, and the body of this section to remove the word "certain" from "certain material" income tax consequences. Refer to Section III.C of Staff Legal Bulletin No. 19 (CF).

 Response No. 1 : The Company
respectfully acknowledges the Staff's comment and has revised the disclosure on Page 136 of the Registration Statement. The Company
has also filed an updated tax opinion as Exhibit 8.1 to the Registration Statement.

 We thank the Staff for its
review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact the Company's
counsel, Laura Katherine Mann, at laurakatherine.mann@whitecase.com, or by telephone at (713) 496-9695.

 Very truly yours,

 /s/ Laura Katherine Mann

 Laura Katherine Mann, Partner
 White & Case LLP

 cc (by e-mail):

 Mr. Sam Tabar, sam@bit-digital.com

 Jeeho Lee, O'Melveny & Myers LLP, jeeholee@omm.com

 David Ni, O'Melveny & Myers LLP, dni@omm.com

 Erica Hogan, White & Case LLP, erica.hogan@whitecase.com

 Bryson Manning, White & Case LLP, bryson.manning@whitecase.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

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

 Re: WhiteFiber, Inc.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288650
Dear Sam Tabar:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and 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.

Registration Statement on Form S-1
Certain Material United States Federal Income Tax Considerations, page 135

1. It appears that the tax opinion filed as Exhibit 8.1 to the registration
statement is a
 short-form opinion. If true, please revise your disclosure in this
section to clearly
 identify each material tax consequence being opined upon, set forth the
opinion as to
 each identified tax item, and set forth the basis for the opinion,
stating clearly that the
 disclosure is the opinion of the named counsel. Please also revise the
tax opinion filed
 as Exhibit 8.1 to clarify that the statements relating to material
United States Federal
 income tax consequences are the opinion of counsel rather than an
"accurate
 summary." Finally, please revise this heading, the preceding heading,
and the body of
 this section to remove the word "certain" from "certain material" income
tax
 consequences. Refer to Section III.C of Staff Legal Bulletin No. 19
(CF).
 July 22, 2025
Page 2

 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.

 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 Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or Irene Paik at 202-551-6553 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Elliot Lutzker
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 DAVIDOFF HUTCHER & CITRON LLP

 605 Third Avenue

 New York, New York 10158

 Tel: (212) 557-7200

 Fax: (212) 286-1884

 WWW.DCHLEGAL.COM

 WRITER'S DIRECT: (646) 428-3210

 E-MAIL ADDRESS: ehl@dhclegal.com

 July 11, 2025

 VIA EDGAR CORRESPONDENCE

 Mr. John Dana Brown

 Ms. Irene Paik

 Mr. Rolf Sundwall

 Mr. David Irving

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re: Amendment No. 2 to WhiteFiber, Inc.
Draft Registration Statement on Form S-1
Submitted June 9, 2025
 CIK No. 0002042022

 Ladies and Gentlemen:

 On behalf of our client, WhiteFiber,
Inc. (the "Company"), a Cayman Islands exempted company, and pursuant to the applicable provisions of the Securities Act of
1933, as amended (the "Securities Act") and the rules and regulations promulgated thereunder, we hereby submit in electronic
form the responses of the Company to comments received from the Division of Corporation Finance (the "Staff") of the U.S.
Securities and Exchange Commission (the "Commission") in a letter dated June 23, 2025 (the "Comment Letter").
Additional oral comments, numbers 10 and 11 below, were received from the Staff on May 21, 2025.

 Concurrently with the submission
of this letter, the Company has filed a Registration Statement on Form S-1 (the "Registration Statement"). The Registration
Statement reflects the responses of the Company to the Comment Letter. The discussion below is presented in the order of the comments
received from the Staff. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement. For your
convenience, reference in the responses to page numbers are to where they appear in the Registration Statement and to the prospectus contained
therein.

 DAVIDOFF HUTCHER & CITRON LLP

 Mr. John Dana Brown

 Ms. Irene Paik

 Mr. Rolf Sundwall

 Mr. David Irving

 July 11, 2025

 Page 2

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

 General

 1. We note your response to prior comment 6. If you do not
intend to provide services to the crypto asset industry, please address the following:

 ● Tell us why you include the statement "While WhiteFiber
may provide data center or cloud services to operators in the bitcoin or the cryptocurrency ecosystem. WhiteFiber does not have any businesses
that are otherwise tied to bitcoin or the cryptocurrency ecosystem" on page 85.

 ● Explain to us how the statement
"Further, there have been limited precedents for the financial accounting of crypto assets and related valuation and revenue recognition,
and no official guidance has been provided by the FASB or the SEC" on page 35 is relevant to your business .

 Response No. 1 : The
Company respectfully acknowledges the Staff's comment and has deleted the disclosure regarding the cryptocurrency ecosystem on pages
2 and 92 of the Registration Statement. The Company has deleted the sentence "Further there have been limited precedents for the
financial accounting of crypto assets and related valuation and revenue recognition, and no official guidance has been provided by the
FASB or the SEC," on page 36 of the Registration Statement.

 2. Please provide consistent disclosure regarding the anticipated
development of your facilities. In that regard:

 ● Disclosure on pages 1, 67, and 84 indicates that you expect
the MTL-2 data center to be completed and operational "in the first quarter of 2026," however page 3 states that you expect
MTL-2 to be "completed and operational early in the fourth quarter of 2025."

 ● Disclosure on pages 1 and
84 indicates that you expect MTL-3 to be "operational by the end of the first quarter of 2026," however pages
3 and 67 state that the facility is "expected to be operational by the end of 2025" and has "a targeted go-live date of
the end of 2025," respectively.

 ● Page 7 states that you intend to complete your MTL-2, MTL-3
and NC-1 projects "in or about early in the fourth quarter of 2025," but page 93 states that you intend to complete them "late
in the fourth quarter of 2025."

 DAVIDOFF HUTCHER & CITRON LLP

 Mr. John Dana Brown

 Ms. Irene Paik

 Mr. Rolf Sundwall

 Mr. David Irving

 July 11, 2025

 Page 3

 ● Page 1 states that "[a]n additional 16 MW (gross)
of capacity for NC-1 is expected to be rolled out in the second quarter of 2026," but page 84 states that this will be an additional
24 MW (gross).

 It is also not clear what
the statement "by the end of 2025" on pages 7 and 93 is referring to. Please revise for clarity.

 Response No. 2 : The
Company has revised the disclosure in the Registration Statement on (i) pages 1, 3, 72, 91 and 93 to state that the Company expects the
MTL-2 data center to be completed and operational in the fourth quarter of 2025, (ii) pages 1, 3, 72, 91 and 94 to state that the Company
expects the MTL-3 data center to be completed and operational in the fourth quarter of 2025, (iii) pages 7, 74 and 101 have been revised
to state "we intend to complete our MTL-2 facility in the fourth quarter of 2025, our MTL-3 facility in the fourth quarter of 2025
and the first 24 gross MW (gross) of NC-1 in the first quarter of 2026 and (iv) pages 1 and 91 have been revised to state "an incremental
16 MW (gross) will be energized in the second quarter of 2026 for a total of 40 MW (gross) at the NC-1 site by the end of the second quarter
of 2026." The Company has deleted references on pages 7 and 101 to "by the end of 2025" and instead state "in
the fourth quarter of 2025."

 Overview, page 1

 3. We note your response to prior comment 1. You disclose
that the MTL-2, MTL-3 and NC-1 facilities are being constructed in parallel through commissioning. You also state that you estimate the
NC-1 site will begin to generate revenue in May 2026. Please revise to clarify whether this means that you estimate that the MTL-2 and
MTL-3 facilities will also begin to generate revenue in May 2026, or if you have a different expectation.

 Response No. 3 : The
Company has revised the Registration Statement to state that both the MTL-2 and MTL-3 data centers are expected to be completed and operational
in the fourth quarter of 2025, with revenue generation occurring one month later. We estimate that the initial capacity of 24 MW (gross)
for the NC-1 site will be completed and operational in the first quarter of 2026. However, management does not expect it will start to
generate revenue until May 2026.

 DAVIDOFF HUTCHER & CITRON LLP

 Mr. John Dana Brown

 Ms. Irene Paik

 Mr. Rolf Sundwall

 Mr. David Irving

 July 11, 2025

 Page 4

 4. Please revise the last paragraph on page 3 to clarify
what the statement "the above- described purchase" refers to.

 Response No. 4 : The
Company has revised the disclosure in the Registration Statement on page 3 in response to the Staff's comment.

 5. We note your disclosure that you intend to achieve an
estimated 76 MW (gross)+ of total HPC data center capacity by the end of 2026, a target that is underpinned by assets "already under
[y]our control, including [y]our MTL-2, MTL-3, and NC-1 facilities." We also note your disclosure that MTL-3 is "[s]ubject
to the Company's landlord consummating the acquisition of the property, which is expected to occur prior to the end of 2025." Please
revise your disclosure to reconcile this discrepancy.

 Response No. 5 : The
Company has revised the disclosure in the Registration Statement on pages 1, 3, 91 and 94 to delete the disclosure regarding the landlord
consummating the acquisition of the property since the purchase by the landlord of the MTL-3 facility has occurred.

 Transition Services Agreement, page
115

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

 Response No. 6 :
The Company disclosed that as of the date of the prospectus, Management estimates the aggregate fees payable to by the Company to Bit
Digital will be approximately $155,000 per month, exclusive of share based compensation expense.

 There is no monetary limit at
the amount of Bit Digital liability under the Transition Services Agreement. The limitations of liability for both parties are set forth
on page 123 of the Registration Statement as being for any material breach of the Transfer Services Agreement, or any gross negligence;
willful misconduct, fraud or bad faith.

 Notes to Combined Financial
Statements For the Year Ended December 31, 2024

 13. Segment Reporting, page F-48

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

 Response No. 7 : The
Company has revised the disclosure in the Registration Statement on page F-23 to disclose revenues attributable to geographic area.

 Exhibits

 8. We note your response to prior comment 10. Please include
active hyperlinks for each exhibit listed in the exhibit index, unless you have not yet filed that exhibit. Each amended registration
statement must include hyperlinks to the exhibits required with the amendment. While we note that you have included hyperlinks for some
of the exhibits that have been filed, there are some listed exhibits that do not have hyperlinks in this amendment. Please refer to Item
601(a)(2) of Regulation S-K.

 Response No. 8 : The
Company has updated the exhibit index to include active hyperlinks.

 DAVIDOFF HUTCHER & CITRON LLP

 Mr. John Dana Brown

 Ms. Irene Paik

 Mr. Rolf Sundwall

 Mr. David Irving

 July 11, 2025

 Page 5

 9. Please file the cloud services agreements with DNA Fund that
you signed in April 2025 as exhibits to your registration statement, or tell us why filing them as exhibits is not required pursuant
to Item 601(b)(10) of Regulation S-K.

 Response No. 9 : The
Company has filed the Cloud Services Agreement as Exhibit 10.21 to the Registration Statement.

 10. Please file the Amendment to Real Estate Purchase and
Sale Agreement dated as of May 19, 2025 that you reference on page 87 as an exhibit to the registration statement.

 Response No. 10 : The
Company has filed the Amendment to Real Estate Purchase and Sale Agreement as Exhibit 10.24 to the Registration Statement.

 11. We note that you have filed the Omnibus Amendment to and
Novation of Master Services Agreement and Purchase Order as Exhibit 10.5 to the registration statement. To the extent material, please
also file the Master Services Agreement and Purchase Order, as amended, as exhibits to the registration statement pursuant to Item 601
of Regulation S-K.

 Response No. 11 : The
Company has filed the Master Services Agreement and Purchase Order, as amended, as Exhibit 10.6 to the Registration Statement.

 Please do not hesitate to contact the undersigned
with any questions.

 Very truly yours,

 Davidoff Hutcher & Citron LLP

 By:
 /s/ Elliot H Lutzker

 Elliot H Lutzker, Partner

 EHL:esm

 cc (by e-mail): Mr. Sam Tabar sam@bit-digital.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 23, 2025

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

 Re: WhiteFiber, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted June 9, 2025
 CIK No. 0002042022
Dear Sam Tabar:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our May 21, 2025 letter.

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

1. We note your response to prior comment 6. If you do not intend to
provide services to
 the crypto asset industry, please address the following:
 Tell us why you include the statement "While WhiteFiber may provide
data center
 or cloud services to operators in the bitcoin or the cryptocurrency
ecosystem.
 WhiteFiber does not have any businesses that are otherwise tied to
bitcoin or the
 cryptocurrency ecosystem" on page 85.
 Explain to us how the statement "Further, there have been limited
precedents for
 the financial accounting of crypto assets and related valuation and
revenue
 June 23, 2025
Page 2

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

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

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

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

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

8. We note your response to prior comment 10. Please include active
hyperlinks for
 each exhibit listed in the exhibit index, unless you have not yet filed
that exhibit. Each
 amended registration statement must include hyperlinks to the exhibits
required with
 the amendment. While we note that you have included hyperlinks for some
of the
 exhibits that have been filed, there are some listed exhibits that do
not have hyperlinks
 in this amendment. Please refer to Item 601(a)(2) of Regulation S-K.
9. Please file the cloud services agreements with DNA Fund that you signed
in April
 2025 as exhibits to your registration statement, or tell us why filing
them as exhibits is
 not required pursuant to Item 601(b)(10) of Regulation S-K.
10. Please file the Amendment to Real Estate Purchase and Sale Agreement
dated as of
 May 19, 2025 that you reference on page 87 as an exhibit to the
registration
 statement.
11. We note that you have filed the Omnibus Amendment to and Novation of
Master
 Services Agreement and Purchase Order as Exhibit 10.5 to the
registration statement.
 To the extent material, please also file the Master Services Agreement
and Purchase
 Order, as amended, as exhibits to the registration statement pursuant to
Item 601 of
 Regulation S-K.
 Please contact Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or Irene Paik at 202-551-6553 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Elliot Lutzker
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

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

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

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our March 3, 2025 letter.

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

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

Risk Factors, page 17

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

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

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

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

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

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

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

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Elliot Lutzker
</TEXT>
</DOCUMENT>

March 3, 2025
Sam Tabar
Chief Executive Officer
WhiteFiber, Inc.
31 Hudson Yards, Floor 11
New York, NY 10001
Re:WhiteFiber, Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2025
CIK No. 0002042022
Dear Sam Tabar:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our February 3, 2025 letter.
Draft Registration Statement on Form S-1
General
1.Please provide us with supplemental copies of all written communication, as defined
under the Securities Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

March 3, 2025
Page 2
Prospectus Summary
Our Business, page 1
2.We note your response to prior comment 13 that your pipeline consists of sites at
various stages of evaluation, including those under LOI, pending due diligence, or in
early review. Please revise your disclosure to include this information and quantify
the amount that is pending due diligence and in early review. In addition, we note
your disclosure on page 67 that your development pipeline currently stands at
seven sites under "exclusive or nonexclusive letters of intent" aggregating 90+ MW.
Please provide a further breakdown of the exclusive and nonexclusive letters of intent,
and include this information here.
Business, page 62
3.We note your response to prior comment 12 that there are no material power purchase
agreements in place at the Company’s HPC data centers. Please explain to us the
method by which you receive energy at your HPC data centers and the costs for
receiving such energy. To the extent you have power purchase agreements in place,
please disclose the material terms of these agreements and file these agreements as
exhibits to your registration statement pursuant to Item 601(b)(10) of Regulation S-K.
Alternatively, please provide an analysis as to why you do not believe these
agreements are material.
Strategic Relationships, page 69
4.We note your disclosure on page 69 that you entered into a non-binding Memorandum
of Understanding (MOU) with an institutional investor in January 2025 and that the
MOU identifies certain properties, collectively, as the Seed Project for the Joint
Venture. Please expand your disclosure regarding the joint venture to clarify
which properties are part of the Seed Project and whether your pipeline of data centers
will be covered by the MOU. Please also provide further details regarding the
economic obligations of each party, and file this document as an exhibit to the
registration statement pursuant to Item 601(b)(10) of Regulation S-K, or tell us why it
is not material.
Notes to Consolidated Financial Statements
4. Other Current Assets, page F-13
5.Refer to your response to prior comment 21. Please tell us, and revise your next
amendment accordingly to disclose, the nature and terms of your receivable from third
parties as of September 30, 2024 and December 31, 2023.

March 3, 2025
Page 3
            Please contact Rolf Sundwall at 202-551-3105 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Stanton at 202-551-2197 or Irene Paik at 202-551-6553 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Elliot Lutzker

February 3, 2025
Samir Tabar
Chief Executive Officer
White Fiber, Inc.
31 Hudson Yards, Floor 11
New York, NY 10001
Re:White Fiber, Inc.
Draft Registration Statement on Form 10-12B
Submitted January 6, 2025
CIK No. 0002042022
Dear Samir Tabar:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10-12B submitted January 6, 2025
General
We note you have checked the box on the cover of your filing indicating that you are
an emerging growth company. Please also revise your registration statement to:
•Describe how and when a company may lose emerging growth company status;
•Briefly describe the various exemptions that are available to you, such as an
exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14(a)and (b) of the Securities Exchange Act of 1934;
•State your election under Section 107(b) of the JOBS Act; and
If you have elected to avail yourself of the extended transition period for
complying with new or revised accounting standards under Section 102(b)(1), •1.

February 3, 2025
Page 2
provide a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective dates for
public and private companies until those standards apply to private companies.
Also state that as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.
Explanatory Note, page 1
2.We note your disclosure that your pro forma financial statements will be included by
amendment prior to the time of the initial public filing of your registration
statement. Please confirm you will include these pro forma financial statements in an
amendment as soon as they are available in order to allow the staff sufficient time to
complete its review.
Exhibit 99.1 - Information Statement of White Fiber, Inc.
Information Statement Summary
Business, page 1
3.Please define technical terms so that their meaning is clear to investors. For instance,
please more fully define the terms "Tier 3 data center," "colocation," "on-demand
computing," "2N UPS," "2N generators," and "N+1 cooling."
4.We note your disclosure on page 19 that your proprietary artificial
intelligence technology and algorithms may not operate properly or as you expect
them to.  Please revise your disclosure to provide a materially complete discussion
regarding your use of artificial intelligence technology and algorithms, and how they
operate. In addition, clarify what datasets your artificial intelligence or algorithms
use. Discuss whether you utilize open-source technology or license the use of such
technology. To the extent you intend to license existing or future technologies or plan
to utilize proprietary and/or open-source technology, please also add relevant risk
disclosure to address any related risks.
HPC Data Center Services/and Colocation, page 2
5.We note your disclosure here and on pages 66 and 71 that Enovum currently owns an
artificial intelligence data center located in Montreal. Please reconcile this with your
disclosure that the artificial intelligence data center is a "fully leased 4MW Tier-3
datacenter."
White Fiber Operations, page 3
6.We note your disclosure on pages 4 and 70 that you intend to finance a deal with, "a
mixture of cash and digital assets on the balance sheet." Please tell us, and revise your
next amendment as appropriate, to describe in greater detail the financing of this deal.
Please make sure your response and disclosure includes the specific digital assets you
will use to finance the deal, if you hold any digital assets on your balance sheet, the
specific breakout of cash and digital assets used to finance the deal, and any other
details necessary to understand the transaction.

February 3, 2025
Page 3
Risk Factors, page 13
7.Please consider adding a risk factor related to advancements in the artificial
intelligence space that may permit currently intensive artificial intelligence operations
to be done with less computing power, which may negate the need for artificial
intelligence and HPC data centers for a large portion of artificial intelligence
developers that you service.
White Fiber's operations could be adversely impacted by climate change, page 18
8.We note your disclosure, "To date, Bit Digital AI has not experienced any material
impacts to its financial condition, results of operations or cash flows due to the
physical effects of climate change." Please clarify whether Enovum has experienced
any material impacts due to the effects of climate change.
Our ongoing investment in new AI products, services, and technologies is inherently risky,
page 21
9.Please revise this disclosure to include examples of the investments you are making
into "new and existing products and services."
Regulatory restrictions that target AI, page 21
10.You state on page 22 that managing "new license and other requirements is
complicated and time consuming." Please expand your disclosure to specify the
licenses that are required for your business.
Business
Overview, page 65
11.Please revise your business disclosure and the Information Statement Summary, as
appropriate, to address the following:
•Clarify where your company has data centers and the specific services you
provide at each location. In this regard, you only provide information about your
data centers in Canada and Iceland, but you also refer to providing services in
"Europe, Canada and the United States," and that you expect GPUs purchased
from Boosteroid to be delivered to "respective data centers across the U.S. and
begin earning revenue by the end of November 2024."
•Please clarify the differences among the terms  "HPC service," "GPU-as-a-
Service," "cloud services," and "colocation services." You state that you provide
HPC services, which appears to be synonymous with GPU-as-a-Service, as well
as "energy and related services." Please clarify what the "energy and related
services" are, and whether that is considered "colocation services."
•Provide information about your customer base and end markets for both your
cloud services and colocation services, including whether the customers overlap.

February 3, 2025
Page 4
12.Please revise your disclosure to discuss the terms of your material power purchase
agreements in place at your data centers and, if required, file them as exhibits to the
registration statement pursuant to Item 601(b)(10) of Regulation S-K.
Colocation Services, page 66
13.We note your disclosure that MTL2 "comprises part of Bit Digital's 288MW
proprietary pipeline announced earlier this year." Please expand your disclosure to
explain your announcement from earlier this year. Please also clarify how the pipeline
is "proprietary."
White Fiber Operations, page 70
14.We note your disclosure regarding the various supply, services, and lease agreements
that Bit Digital AI entered into in 2023 and 2024. We also note your disclosure
regarding the purchase of MTL2 for CAD $33.5 million. To the extent that any of
these agreements are material, please disclose the material terms of these agreements,
including the consideration exchanged, the obligations of each party, and the term and
termination provisions. In addition, please file these agreements as exhibits to the
registration statement if required by Item 601(b)(10) of Regulation S-K.
Management, page 76
15.Please revise your disclosure to clarify the executive officers and directors who will
continue in their positions at Bit Digital in this section. In this regard, we note your
disclosure on page 86 that Samir Tabar and Erke Huang will continue to provide
certain services to Bit Digital operations until approximately two years after the
Separation and Distribution. We also note your disclosure on page 10 that after the
distribution, Bit Digital and White Fiber will be separate companies with separate
senior management but overlapping boards of directors. Please reconcile this
discrepancy. Finally, please clarify whether Samir Tabar and Erke Huang will
discontinue their roles at Bit Digital following the two year period after the Separation
and Distribution.
16.We note that in Bit Digital, Inc.'s Form 20-F filed March 18, 2024, it states that Mr.
Xiong is IT Director of Bit Digital Canada, Inc. and receiving a salary of $68,000 on a
monthly basis. Please expand your disclosure regarding Mr. Xiong's business
experience to include this information. Refer to Item 401(e) of Regulation S-K
Executive Compensation
2023 Compensation of Named Executive Officers, page 87
17.Please update this section to provide compensation information for the last completed
fiscal year pursuant to Item 402 of Regulation S-K.
Index to Consolidated Financial Statements, page F-1
18.Please revise future amendments to include financial statements of the registrant,
White Fiber, Inc.

February 3, 2025
Page 5
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies, page F-6
19.You disclose that the financial statements include expense allocations for certain
functions provided by Bit Digital, Inc. and that these expenses have been allocated to
the Company using allocation methodologies considered to be a reasonable reflection
of the utilization of the services provided to the benefits received.  Please revise your
next amendment to provide a more detailed explanation of the allocation method(s)
used in the notes to the financial statements.  Refer to Question 2 of SAB Topic 1.B.1.
20.You disclose that all revenues and costs as well as assets and liabilities directly
associated with the business activity of the company are included in the consolidated
financial statements, which  include expense allocations for certain functions provided
by Bit Digital, Inc. Since agreements with related parties are, by definition, not at
arm’s length and may be changed at any time, please confirm for us, and disclose, that
management’s estimate of what your expenses would have been on a stand-alone
basis, that is, the cost that would have been incurred if you had operated as an
unaffiliated entity, are included in the consolidated financial statements. Please revise
your next amendment to provide this disclosure for each year for which an income
statement was required when such basis produced materially different results. Refer
to Question 2 of SAB Topic 1.B.1.
Note 4. Other Current Assets, page F-12
21.Please provide additional information concerning your receivable from third parties.
We note that the balance was $8.0 million and $13.9 million at September 30, 2024
and December 31, 2023, respectively. Make sure your response and additional
disclosure includes the terms of the receivables, your consideration and adoption of
ASC 326, and a rollforward of the receivable balance in the periods presented.
14. Subsequent Events, page F-17
22.You disclose the acquisition of Enovum Data Centers Corp on October 11, 2024 in
Note 1 to the financial statements. Please revise your disclosure of subsequent events
to include a discussion of the acquisition.
            Please contact Rolf Sundwall at 202-551-3105 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Stanton at 202-551-2197 or Irene Paik at 202-551-6553 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Elliot Lutzker