SecProbe.io

CORRESP
 1
 filename1.htm

 July 29, 2025

 Howard Kenny

 212-309-6843

 Howard.Kenny@morganlewis.com

 Erin E. Martin

 202-739-5729

 Erin.Martin@morganlewis.com

 SENT VIA EMAIL

 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 Registration Statement on Form F-1 (File No. 333-288780)

 Submission of Supplemental Materials

 Ladies and Gentlemen:

 On behalf of Bullish (the " Company "), enclosed
herewith kindly find the attached supplemental materials (collectively, the " Supplemental Materials "), which include
draft disclosure for illustrative purposes, for the Staff's review with respect to the Company's Registration Statement on
Form F-1(File No. 333-288780) (the " Registration Statement ").

 Should the Staff have additional questions or comments, please do
not hesitate to contact the undersigned at (202) 739-5729 or Howard A. Kenny at (212) 309-6843.

 Sincerely,

 /s/ Erin E. Martin

 Morgan, Lewis & Bockius LLP

 101 Park Avenue

 New York, NY 10178-0060
 +1.212.309.6000

 United States
 +1.212.309.6001

 Recent Developments

 Selected Preliminary
Estimated Condensed Financial Results as of and for the Three Months Ended June 30, 2025

 Set forth
below are selected unaudited and unreviewed preliminary results and estimates of our condensed consolidated financial results as of and
for the three months ended June 30, 2025, and actual financial results derived from our unaudited interim condensed consolidated
statements of operations for the three months ended June 30, 2024. Our unaudited interim consolidated financial statements as of
and for the three months ended June 30, 2025 are not yet complete due to the completion of our financial closing and other operational
procedures, final adjustments, and other developments that may arise between now and the time such financial statements are finalized.
Accordingly, we have only provided partial and preliminary financial information, or in certain cases, estimated ranges rather than specific
amounts for the preliminary results as of and for the three months ended June 30, 2025 set forth below. Our final reported results
may vary from the preliminary estimates and, accordingly, undue reliance should not be placed on these preliminary estimates. The following
preliminary unaudited consolidated financial information regarding our performance and financial condition as of and for the three months
ended June 30, 2025 reflect our management's best estimate of the results as of and for the three months ended June 30,
2025, and are based on the information available to us as of the date of this prospectus. Our actual unaudited consolidated financial
statements as of and for the three months ended June 30, 2025, and June 30, 2024, are not expected to be filed with the Securities
and Exchange Commission until after the completion of this offering.

 The preliminary
estimated financial results should not be considered a substitute for full financial statements as of and for the three months ended
June 30, 2025, prepared in accordance with IFRS. The estimated and actual results presented below are not necessarily indicative
of any future period and should be read together with our consolidated financial statements and related notes included elsewhere in this
prospectus. See the sections entitled "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors,"
 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional
information regarding factors that could result in differences between the preliminary estimates of our financial results presented below
and the financial results we will report as of and for the three months ended June 30, 2025.

 Certain
of the preliminary estimates of and actual financial results presented below are financial measures that are not recognized by IFRS and
that may not be permitted to appear on the face of IFRS- compliant financial statements or notes thereto. These non-IFRS financial measures
are "adjusted transaction revenue," "adjusted revenue," "adjusted net income (loss)" and "adjusted
EBITDA." For a discussion of these measures and the limitations to the use of the non-IFRS financial measures presented in this
prospectus, see section entitled " Management's Discussion & Analysis of Financial Condition and Results of Operations
 - Non-IFRS Financial Measures ." We also present an estimate of "gross liquid assets" and "net liquid
assets" as of June 30, 2025, non-IFRS measures discussed in more detail below.

 2

 The preliminary
estimated financial results as of and for the three months ended June 30, 2025, have been prepared by, and are the responsibility
of, our management. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled
or performed any procedures with respect to this preliminary financial information and, accordingly, Deloitte & Touche LLP does
not express an opinion or any other form of assurance with respect thereto.

 Three
 months ended June 30,

 2025

 Total
 2024

 US$ million s
 Total

 Estimated
 US$ millions

 High
 Low
 Actual

 Digital assets sales
 $ 58,630.6
 $ 58,630.6
 $ 49,578.2

 Cost of digital assets derecognized
 (58,615.3 )
 (58,615.3 )
 (49,556.5 )

 Other revenues
 32.3
 31.3
 25.0

 Change in fair value of digital assets held, net
 68.4
 68.4
 (99.4 )

 Net spread related income and change in fair value of perpetual
 futures
 (2.0 )
 (2.0 )
 (4.8 )

 Change in fair value of investments in financial assets
 86.4
 86.4
 (0.7 )

 Administrative expenses
 (43.0 )
 (43.0 )
 (39.7 )

 Other expenses
 (17.4 )
 (17.4 )
 (16.6 )

 Finance expenses
 (13.3 )
 (13.3 )
 (9.1 )

 Change in fair value of derivatives
 (2.4 )
 (2.4 )
 0.2

 Change in fair value of financial liability
 at FVTPL
 (15.3 )
 (15.3 )
 6.1

 Income/(loss) before income tax
 $ 109.1
 $ 108.1
 $ (117.2 )

 Income tax expense
 (0.9 )
 (0.9 )
 (0.3 )

 Net income/(loss)
 $ 108.3
 $ 107.3
 $ (117.5 )

 For the
three months ended June 30, 2025, we expect Digital asset sales to be $58,630.6 million and Cost of digital assets derecognized
to be $(58,615.3) million, as compared to $49,578.2 million and $(49,556.5) million, respectively, for the three months ended June 30,
2024, driven primarily by increased trading on the Exchange.

 For the
three months ended June 30, 2025, we expect Other revenues to be in the range of $32.3 million and $31.3 million, as compared with
$25.0 million for the three months ended June 30, 2024, driven primarily by increase network solutions revenue.

 For the
three months ended June 30, 2025, we expect Change in fair value of digital assets held, net to be $68.4 million, as compared to
$(99.4) million for the three months ended June 30, 2024, driven primarily by mark-to market adjustments.

 For the
three months ended June 30, 2025, we expect Net income/(loss) to be between $108.3 million and $107.3 million, as compared to Net
income/(loss) of ($117.5) million for the three months ended June 30, 2024. The expected increase is primarily driven by favorable
changes in fair value of digital assets held and investments in financial assets.

 3

 Adjusted
transaction revenue, Adjusted revenue, Adjusted net income, and Adjusted EBITDA are non-IFRS financial metrics. For more information
regarding our use of these metrics and their usefulness to investors, including the limitations of their use, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Non-IFRS Financial Measures." The following tables
present condensed consolidated statements of profit and loss and reconciliations of the aforementioned non-IFRS metrics to their most
directly comparable IFRS financial metrics for the periods presented:

 Three
 months ended June 30,

 2025

 Total
 2024

 US$ million s
 Total

 Estimated
 US$ millions

 High
 Low
 Actual

 Non-IFRS Financial Measures

 Adjusted transaction revenue
 $ 24.1
 $ 24.1
 $ 34.9

 Adjusted revenue
 $ 57.0
 $ 56.0
 $ 60.7

 Adjusted net income
 $ (6.0 )
 $ (7.0 )
 $ 4.9

 Adjusted EBITDA
 $ 8.1
 $ 7.1
 $ 14.8

 For the
three months ended June 30, 2025, we expect Adjusted transaction revenue to be $24.1 million, as compared to Adjusted transaction
revenue of $34.9 million for the three months ended June 30, 2024. The expected decrease is primarily driven by lower trading spreads,
which is the difference between digital asset sales and cost of digital assets derecognized.

 For
the three months ended June 30, 2025, we expect Adjusted revenue to be between $57.0 million and $56.0 million, as compared to
Adjusted revenue of $60.7 million for the three months ended June 30, 2024. The expected decrease is primarily driven by
decreased Adjusted transaction revenue, partially offset by increases in subscription and services revenue.

 For the
three months ended June 30, 2025, we expect Adjusted net income to be between ($6.0) million and ($7.0) million, as compared to
Adjusted net income of $4.9 million for the three months ended June 30, 2024. The expected decrease is primarily driven by lower
trading spreads and increased administrative expenses.

 For
the three months ended June 30, 2025, we expect Adjusted EBITDA to be between $8.1 million and $7.1 million, as compared to
Adjusted EBITDA of $14.8 million for the three months ended June 30, 2024. The expected decrease is primarily driven by
decreased trading spreads and higher administrative expenses, partially offset by increases in subscription and services
revenue.

 Three
 months ended June 30,

 2025

 Total
 2024

 US$ million s
 Total

 Estimated
 US$ millions

 High
 Low
 Actual

 Digital assets sales
 $
 58,630.6
 $
 58,630.6
 $
 49,578.2

 Digital
 asset sales on venues other than Exchange
 (30.1 )
 (30.1 )
 (8.8 )

 Digital assets sales – on our
 Exchange
 58,600.6
 58,600.6
 49,569.4

 Cost of digital assets derecognized
 – on our Exchange
 (58,585.1 )
 (58,585.1 )
 (49,547.6 )

 Change in fair
 value of digital assets inventories, arising from purchase of digital assets on our Exchange
 10.2
 10.2
 17.5

 Transaction income
 0.4
 0.4
 0.4

 Net spread related income and change
 in fair value of perpetual futures
 (2.0 )
 (2.0 )
 (4.8 )

 Adjusted Transaction Revenue
 $ 24.1
 $ 24.1
 $ 34.9

 Subscriptions and services revenue
 31.9
 30.9
 24.6

 Change in fair value of investment
 in financial assets
 -
 -
 -

 Revaluation of
 digital assets held as investments
 1.0
 1.0
 1.2

 Adjusted Revenue
 $ 57.0
 $ 56.0
 $ 60.7

 Income/(loss)
 $ 108.3
 $ 107.3
 $ (117.5 )

 Adjusted to exclude the following:

 Digital asset sales on other venues
 (30.1 )
 (30.1 )
 (8.8 )

 Cost of digital assets derecognized
 on other venues
 30.2
 30.2
 8.9

 4

 Three
 months ended June 30,

 2025

 Total
 2024

 US$ million s
 Total

 Estimated
 US$ millions

 High
 Low
 Actual

 Loss/(Gain) from changes in fair value
 of digital assets inventories net payable
 to customers
 (25.8 )
 (25.8 )
 104.6

 Income tax expense
 0.9
 0.9
 0.3

 Finance expenses
 13.3
 13.3
 9.1

 Share-based payment expenses
 3.3
 3.3
 8.9

 Change in fair
 value of loan and other receivables – digital assets
 (39.2 )
 (39.2 )
 9.3

 Change in fair value of digital assets
 loan payable
 -
 -
 (1.5 )

 Change in fair value of derivatives
 2.4
 2.4
 (0.2 )

 Change in fair value of financial liability
 at FVTPL
 15.3
 15.3
 (6.1 )

 Change in fair value of investments
 in financial assets
 (86.4 )
 (86.4 )
 0.7

 Impairment losses of digital assets
 held – intangible assets
 6.7
 6.7
 4.5

 Impairment of right-of-use assets
 -
 -
 1.0

 Non-recurring expenses
 7.4
 7.4
 (0.3 )

 Depreciation and amortization
 0.8
 0.8
 0.8

 Adjusted to include the following:

 -

 Revaluation of
 digital assets held as investments
 1.0
 1.0
 1.2

 Adjusted EBITDA
 $ 8.1
 $ 7.1
 $ 14.8

 Finance expenses
 (13.3 )
 (13.3 )
 (9.1 )

 Depreciation and amortization
 (0.8 )
 (0.8 )
 (0.8 )

 Tax effect of
 adjusted net income before taxes
 0.0
 0.0
 0.0

 Adjusted net income / (loss)
 $ (6.0 )
 $ (7.0 )
 $ 4.9

 Set out below are estimated selected
 balance sheet items as of June 30, 2025.

 June 30,
 2025

 (in millions)

 Cash and Cash Equivalents
 35.6

 Digital assets held – inventories
 231.9

 Digital assets held – intangible assets
 1,957.4

 Digital assets held – financial assets
 106.2

 Loan and other receivable – digital assets
 310.9

 Investments in financial assets
 422.5

 Customer segregated cash
 4.2

 Other current assets
 35.1
 – 34.1

 Non-current assets
 135.6

 Total Assets
 3,239.3
 – 3,238.3

 Borrowings from related parties
 496.9

 Convertible redeemable preference shares
 47.9

 Borrowings
 79.6

 Other current liabilities
 52.6

 Other non-current liabilities
 11.1

 Total Liabilities
 688.1

 Total Equity
 2,551.3
 – 2,550.3

 5

 Other
current assets, Non-current assets, Other current liabilities, and Other non-current liabilities are combined with other financial statement
line items from our consolidated financial statements, unless otherwise separately disclosed.

 Digital
assets held - inventories at June 30, 2025 consisted of the following:

 Units
 (in
 thousands)
 Fair Value
 (in thousands)

 Stablecoins

 $ 8,798

 BTC
 1.75
 188,633

 ETH
 10.77
 26,509

 Other

 7,930

 Total

 $ 231,870

 Digital assets
 held - intangible assets at June 30, 2025 consisted of the following:

 Units (in
 thousands)
 Fair Value
 (in thousands)

 Stablecoins

 $ 5,206

 BTC
 17.81
 1,916,538

 ETH
 0.81
 1,922

 Other

 33,735

 Total

 $ 1,957,402

 Digital
assets held - financial assets consist of stablecoins held on our Exchange exclusively for market-making purposes, as well as
stablecoins held off-exchange for other uses. As of June 30, 2025, our holdings of these financial assets consisted of the following:

 Units (in thousands)
 Fair Value
 (in thousands)

 Stablecoins – on Exchange

 $ 76,887

 Stablecoins – off Exchange

 29,362

 Total

 $ 106,249

 Loans and other receivables
 - digital assets at June 30, 2025 consisted of the following:

 Units (in thousands)

 Fair Value
 (in thousands)

 Stablecoins

 $ 25,994

 BTC
 2.61
 281,188

 ETH
 1
 2,558

 Other

 1,188

 Total

 $ 310,927

 Investments in financials assets
at June 30, 2025 consisted of the following:

 Units (in thousands)
 Fair Value
 (in thousands)

 BTC Funds

 2.13
 $ 229,248

 CD20 Funds

 134,412

 Digital assets investment funds

 58,810

 Total

 $ 422,470

 6

 In addition
to measures of liquidity presented in accordance with IFRS, our management evaluates our liquidity by reference to our "gross liquid
assets" and "net liquid assets," which are non-IFRS financial measures. Gross liquid assets is defined as the sum of
(i) digital assets held - inventories, (ii) digital assets held - intangible assets, (iii) digital assets
held -financial assets, and (iv) loans and other receivables-digital assets and investments in financial assets, (v) investments
in financial assets, and (vi) cash and cash equivalents (each of which, as outlined in the below footnotes to the condensed consolidated
balance sheet estimate, is reflected on our balance sheet at fair market value as required, in accordance with IFRS). Net liquid assets
is defined as gross liquid assets, reduced by (i) digital assets held - inventories, (ii) the portion of digital assets
held - financial assets on our Exchange, (iii) borrowings, (iv) other borrowings, and (v) digital assets loan payable.
We believe these non-IFRS measures provide useful information to investors and others in understanding and evaluating our liquidity in
the same manner as management and our board of directors. These measures should not be considered in isolation or as a substitute for
financial information presented in accordance w