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:
                                                             o  You reflect
that 380 bitcoin were remitted per agreements. Disclose the nature
                                                                of the remitted
bitcoin, or reference to where you disclose the information.
                                                             o  Tell 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
 Michel Amar
FirstName  LastNameMichel
Digihost Technology  Inc. Amar
Comapany
March      NameDigihost Technology Inc.
       4, 2024
March2 4, 2024 Page 2
Page
FirstName LastName
              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.
 Michel Amar
FirstName  LastNameMichel
Digihost Technology  Inc. Amar
Comapany
March      NameDigihost Technology Inc.
       4, 2024
March3 4, 2024 Page 3
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FirstName LastName



(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
 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.
FirstName
           LastNameMichel
          Revise the statementAmar
                                 in your accounting policy describing the
transaction price to
Comapany clarify
          NameDigihost     Technology
                  whether you constrain Inc.
                                          any portion of your estimate of the
variable
          consideration
March 4, 2024 Page 4      to which  you are entitled for performing the
service.
FirstName LastName
 Michel Amar
FirstName  LastNameMichel
Digihost Technology  Inc. Amar
Comapany
March      NameDigihost Technology Inc.
       4, 2024
March5 4, 2024 Page 5
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FirstName LastName
(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.
 Michel Amar
FirstName  LastNameMichel
Digihost Technology  Inc. Amar
Comapany
March      NameDigihost Technology Inc.
       4, 2024
March6 4, 2024 Page 6
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FirstName LastName
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.
 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.



FirstName LastNameMichel Amar                             Sincerely,
Comapany NameDigihost Technology Inc.
                                                          Division of
Corporation Finance
March 4, 2024 Page 7                                      Office of Crypto
Assets
FirstName LastName