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                                                             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
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