CORRESP Filing
Bullish
Date: July 18, 2025 · CIK: 0001872195 · Accession: 0001104659-25-069076
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 16, 2025
Letter
July 18, 2025
VIA EDGAR
CONFIDENTIAL
U.S. Securities and Exchange Commission Division of Corporation Finance
Office of Crypto Assets 100 F. Street, N.E.
Washington, D.C. 20549
Attn: Mark Brunhofer, Jason Niethamer,
David Gessert and J. Nolan McWilliams
Re: Bullish
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted July 7, 2025
CIK No. 0001872195
To the addressees set forth above:
On behalf of our client, Bullish (the "Company"), we submit this letter in response to comments from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") contained in its letter dated July 16, 2025, relating to the above referenced Amendment No. 5 to Draft Registration Statement on Form F-1 (the "Draft Registration Statement"). Concurrently herewith, the Company is publicly filing a Registration Statement on Form F-1 (the "Registration Statement").
For the Staff's convenience, the Staff's comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page references appearing in the headings or the Staff's comments (which are references to the Draft Registration Statement), all page references herein correspond to the page of the Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement. Where appropriate, changes conforming to those noted in responses have also been made elsewhere in the prospectus.
Morgan, Lewis & Bockius llp
101 Park Avenue New York, NY 10178-0060 +1.212.309.6000
United States +1.212.309.6001
Securities and Exchange Commission
July 18, 2025
Page 2
Amendment No. 5 to Draft Registration Statement on Form F-1
Summary
Recent Developments, page 20
1. We note your intention to provide preliminary information in the form of ranges for the three months ended June 30, 2025. When you update your submission with this preliminary information, please also discuss any trends evident from this information as well as the underlying causes for changes in amounts compared to the actual amounts provided for the three months ended June 30, 2024.
The Company confirms that when it updates the disclosure to include the preliminary information for the quarter ended June 30, 2025, it will add an appropriate discussion of any evident trends and key drivers of the changes.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the three months ended March 31, 2025 and 2024
Change in fair value of digital assets held, net, page 167
2. Please revise your disclosure to explain the $142 million impairment losses of digital assets held - intangible assets. To the extent appropriate, link this disclosure to your other comprehensive income/loss disclosure at the bottom of page 168.
In response to the Staff's comment, the Company has revised the disclosure on page 169 to explain the $142 million impairment losses of digital assets held - intangible assets and the relation to other comprehensive income/loss.
Please do not hesitate to contact the undersigned at +1.212.309.6843 or Erin E. Martin at +1.202.739.5729 with any questions you may have regarding this confidential submission.
Very truly yours,
/s/ Howard A. Kenny
Show Raw Text
CORRESP 1 filename1.htm July 18, 2025 VIA EDGAR CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mark Brunhofer, Jason Niethamer, David Gessert and J. Nolan McWilliams Re: Bullish Amendment No. 5 to Draft Registration Statement on Form F-1 Submitted July 7, 2025 CIK No. 0001872195 To the addressees set forth above: On behalf of our client, Bullish (the "Company"), we submit this letter in response to comments from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") contained in its letter dated July 16, 2025, relating to the above referenced Amendment No. 5 to Draft Registration Statement on Form F-1 (the "Draft Registration Statement"). Concurrently herewith, the Company is publicly filing a Registration Statement on Form F-1 (the "Registration Statement"). For the Staff's convenience, the Staff's comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page references appearing in the headings or the Staff's comments (which are references to the Draft Registration Statement), all page references herein correspond to the page of the Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement. Where appropriate, changes conforming to those noted in responses have also been made elsewhere in the prospectus. Morgan, Lewis & Bockius llp 101 Park Avenue New York, NY 10178-0060 +1.212.309.6000 United States +1.212.309.6001 Securities and Exchange Commission July 18, 2025 Page 2 Amendment No. 5 to Draft Registration Statement on Form F-1 Summary Recent Developments, page 20 1. We note your intention to provide preliminary information in the form of ranges for the three months ended June 30, 2025. When you update your submission with this preliminary information, please also discuss any trends evident from this information as well as the underlying causes for changes in amounts compared to the actual amounts provided for the three months ended June 30, 2024. The Company confirms that when it updates the disclosure to include the preliminary information for the quarter ended June 30, 2025, it will add an appropriate discussion of any evident trends and key drivers of the changes. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Comparison of the three months ended March 31, 2025 and 2024 Change in fair value of digital assets held, net, page 167 2. Please revise your disclosure to explain the $142 million impairment losses of digital assets held - intangible assets. To the extent appropriate, link this disclosure to your other comprehensive income/loss disclosure at the bottom of page 168. In response to the Staff's comment, the Company has revised the disclosure on page 169 to explain the $142 million impairment losses of digital assets held - intangible assets and the relation to other comprehensive income/loss. Please do not hesitate to contact the undersigned at +1.212.309.6843 or Erin E. Martin at +1.202.739.5729 with any questions you may have regarding this confidential submission. Very truly yours, /s/ Howard A. Kenny Howard A. Kenny cc: Nicholas Armstrong, General Counsel, Bullish Joseph A. Hall, Davis Polk & Wardwell LLP Daniel P. Gibbons, Davis Polk & Wardwell LLP