DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487
September 3, 2026
Via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street N.E.
Washington, D.C. 20549
| Re: |
DeFi Development Corp. |
| |
Application for Withdrawal of Registration Statement on Form S-1 |
| |
File No. 333-292254 |
Dear Ladies and Gentlemen:
DeFi Development Corp., a Nevada corporation (the “Company”),
initially filed Registration Statement No. 333-292254 on Form S-1 (together with all exhibits and amendments thereto, the “Registration
Statement”) on December 18, 2025, with the Securities and Exchange Commission (the “Commission”) to register shares
of the Company’s Variable Rate Series C Perpetual Preferred Stock (“Preferred Stock”) in an initial public offering
of such series of Preferred Stock.
In accordance with Rule 477 under the Securities Act of 1933, as amended
(the “Securities Act”), the Company hereby respectfully makes this application to withdraw the Registration Statement, effective
as of the date hereof or at the earliest practicable date hereafter. The Company instead intends to file a prospectus supplement to its
effective registration statement on Form S-3 to register the Preferred Stock. The Registration Statement never became effective and no
securities have been issued or sold under the Registration Statement. Based on the foregoing, the Company submits that the withdrawal
of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under
the Securities Act.
It is our understanding that this application for withdrawal of the
Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such
date, the Company receives notice from the Commission that this application will not be granted.
The Company acknowledges that no refund will be made for fees paid
to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under the Securities
Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be available
for future use to offset future filing fees.
If you have any questions or comments or require further information
regarding this application for withdrawal of the Registration Statement, please contact Christopher Wassman at (206) 359-3807.
Very truly yours,
| By: |
/s/ Fei (John) Han |
|
| |
Fei (John) Han |
|
| |
Chief Financial Officer |
|
| cc: | Christopher Wassman, Ashurst Perkins Coie US LLP |
