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United States securities and exchange commission logo
November 10, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 5 to Draft Registration Statement on Form F-4
Submitted September 28, 2022
CIK No. 0001921158
Dear Leo Lu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 13, 2022 letter.
Amendment No. 5 to DRS on Form F-4 submitted September 28, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
126
1.Expand and clarify your disclosure to clearly explain the nature of your business. In this
regard, it does not clearly appear from your disclosure that you are a reseller of services.
Specifically, as mentioned in your response to prior comment 7, you rent computer power
from suppliers. In addition, as noted in your response to prior comment 10, you do not
own any hosting facilities, but rather, arrange the hosting services via a third-party hosting
facility. Further, as noted on your balance sheet, you do not own mining equipment. Given
these factors, it does not appear that you sell your own products or services, but rather

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resell other entities products and/or services.  Your business model should be clearly
described as it applies to each of your revenue streams.
Key Components of Results of Operations, page 128
2.Please consider revising to separately present each of the components that
comprise Miners Related Services revenues and cost of revenues.  For example, separately
presenting the sourcing services revenues and cost might be relevant to an
investors' understanding of your business as this service is performed as an agent
and margins contribution will be different than that of the other components included in
this line item.
Consolidated Statements of Cash Flow, page F-39
3.In order to further evaluate your response to prior comment 3, please clarify whether the
proceeds from the sale of crypto assets in exchange for fiat currency is being presented in
your Statements of Cash Flows as an operating or investing activity.  Please provide
an analysis with citations to accounting literature  that supports your presentation.
4.Please revise your table included in Note 3 - Digital Assets of the Group as it still includes
the purchase of digital assets as an operating activity in the reconciliation between net
income and the movement of digital assets of the Group as presented in the Statement of
Cash Flows.
Note 2 - Summary of Significant Accounting Policies, page F-41
5.Disclose the nature of your relationship with Bitmain. See ASC 850-10-50.  For example,
we note the following disclosures in your filing:
•On page 100, you identify a strategic relationship with Bitmain.
•Bitmain is one of three investors in the PIPE subscription agreement as disclosed on
page 101.
•As disclosed on page 102, you are the only cloud-mining strategic partner of Bitmain
to date, you are an S-client of Bitmain and you entered into a 10-year mining hosting
agreement with Bitmain.
•You disclose on page 102 that you are highly dependent on a small number of mining
equipment suppliers including Bitmain. Further, on page 112 you disclose that you
are able to secure a stable supply of advanced Antminer S19 miners from your
strategic collaboration with Bitmain. Please clarify if your $79.6 million prepayment
to suppliers is to Bitmain. If true, disclose this supplier concentration. Refer to ASC
275-10-50-18.a.
Provide us with your analysis as to whether Bitmain and its affiliates should be disclosed
as a related party. Refer to ASC 850. If you conclude Bitmain is a related party, separately
disclose transaction amounts with Bitmain or its affiliates on the face of the balance sheet
and statement of comprehensive income pursuant to Rule 5-02 and Rule 5-03 of
Regulation S-X, respectively.

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(g) Digital Assets of the Group, page F-42
6.We note your response to prior comment 3 and your revised disclosure that "When an
identical digital asset is bought and sold at a price below the Group’s current carrying
value, this will often serve as an indicator that impairment is more likely than not".  Please
confirm that your policy complies with ASC 350-30-35-19 that requires an impairment at
any time the fair value of the digital asset is below its carrying value.  Please advise or
revise.
(n) Revenue recognition, page F-44
7.We note the following statement on page F-44, “If a customer pays consideration or the
Group has a right to an amount of consideration that is unconditional, before the Group
transfers a good or service to the customer, the Group presents the contract liability when
the payment is made, or a receivable is recorded (whichever is earlier).”  Please clarify
how you have an unconditional right to payment when you have a contract liability.
8.Please revise your accounting policy disclosure to more accurately and consistently
describe the promises in your contract, the ASC 606 performance obligation, the
consideration specified in your contracts, and the ASC 606 transaction price described in
response to prior comment 4.  For example, your response to prior comment 4 appears to:
•State either party can terminate at any time.  Your disclosure does not appear to state
this and neither your response nor your disclosure indicates whether termination
triggers a penalty.
•State that your contracts with your customers explicitly state the amount of hash rate
you will provide, the service period, and the unit price of service. Your disclosure
does not appear to state this.
•State that your customer contracts include more than one promised good or service
and describes them and, that the customer has contracted for a combined output for a
specified period of time. In contrast, your disclosure appears to describe a number of
inputs (e.g., hash rate, value-added services, infrastructure, and connectivity) and
then states the combined output is one of those inputs (i.e., hash rate). More fully
articulate and identify the promised good and services (which are not distinct) that are
inputs to the combined output. More clearly articulate the combined output or outputs
for which the customer has contracted (i.e., the performance obligation). See ASC
606-10-25-21(a).
•Describe the consideration specified in the contract in “Step 3 (1)” of your response,
indicating it is a fixed amount.  Your disclosure does not appear to state this.
•Describes the forms of settlement in “Step 3 (4). Your disclosure does not appear to
state this.
9.Please more fully respond to prior comment 6 as to whether cloud mining services and
cloud hosting services are provided to the same customers.  If they are, please analyze for
us whether under ASC 606 they are required to be combined. See ASC 606-10-25-9.

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10.In response to prior comment 7, you indicate that the Company procures the right to
utilize the computing power of mining equipment owned by its suppliers.  Please more
fully describe this right, including whether the right includes a lease under ASC 842.  We
note your response states in part that the “… supplier would provide certain designated
miners that together would provide such quantity of computing power.”  Also, your
description of inventory risk states in part “… while the Company is controlling the
mining equipment, …”
11.In response to prior comment 7 you refer to  “ … other parties involved in the delivery of
hash rate to the Company’s customer, including the mining equipment suppliers and other
infrastructure services suppliers,…” Please clarify what you mean by this phrase, identify
the other parties, and describe their role in providing the combined output for which your
customer contracted.
12.Please clarify what “amount of time provided” in response to prior comment 8 means and
its relationship to hash rate provided.  Explain why it is an appropriate output given your
statement in your response to prior comment 4 that each contract explicitly states the
amount of hash rate you will provide and the service period.
13.In order to help us further evaluate responses to prior comments 12 and 13, please provide
an accounting analysis for each ASC 606 step supporting your accounting policy for self-
mining.  Include in your analysis, but do not limit it to; the points below and provide
proposed revisions to your financial statement accounting policy disclosure responsive to
them.
•As it relates to ASC 606 step 1, clarify the basis for your determination of contract
inception and your consideration of ASC 606-10-25-4.  Reconcile your analysis to
the statements in your disclosure that the Group’s enforceable right to compensation
only begins when it provides hash rate to the mining pool operator and the obligation
of the mining pool to make payments begins when pool participants contribute hash
rate to the mining pool.
•Tell us how you determine contract duration including whether the contract can be
terminated by either party at any time without penalty.  Please explain how you
determined that your contracts have a 24-hour term if either party can terminate the
contract at any time without penalty.  Address whether you have the right under your
contract with the pool operator to decide at what point in time and for what duration
you will provide computing power, including whether you can start and stop
providing computing power during a day.  Tell us if you can choose to provide
computing power anytime during a day or whether you are required to start providing
it at UTC 0:00:00.  Describe your evaluation of contract inception and contract
duration considered your rights, if any, to determine when to commence and cease
providing computing power at will.
•As it relates to ASC 606 step 2, clarify what your performance obligations are and
how you determined them, including identifying your promises and your evaluation
of ASC 606-10-25-14 and -15.

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•As it relates to ASC 606, step 3, clarify whether all consideration is variable and your
analysis of ASC 606-10-32-11 and -12, identifying which parts of the FPPS formula
create uncertainty.   For example, does uncertainty exist in the (i) actual amount of
hash rate contributed to the mining pool or (ii) the unit mining output. Also, clarify to
what the phrase “the hash rate submitted to the mining pool” means in the statement
in your response, “The actual amount of hash rate contributed by the pool participant
is affected by other factors and its effective rate of hash rate, which is calculated as
the percentage of hash rate accepted by the mining pool out of the hash rate submitted
to the mining pool.”  For example, is it referring to the hash rate submitted by the
Company or the hash rate submitted by other pool participants unrelated to the
Company.
Hosting services, page F-45
14.Please ensure that statements in your response to prior comment 10 are included in your
disclosures.  For example, statements included in response 10(B)(3) are not in your
disclosure such as your description of variable consideration earned.  Lastly, please clarify
your statement that "The selling equipment and hosting service are two distinct business
lines covered by separate agreements and independent with each other, and are therefore
analyzed separately".   Please analyze for us whether under ASC 606 they are required to
be combined. See ASC 606-10-25-9.
(o) Cost of revenues, page F-47
15.Please revise your cost of revenue accounting policy to clarify how you account for hash
rate you purchase from suppliers.  Consider whether such arrangements include a lease of
an identified asset. In this regard, your response to prior comment 7 references that the
"supplier would provide certain designated miners" and "suppliers or hosting facility
cannot replace them unless due to issues such as malfunction".  We note your Major
Supplier disclosures on page 117 and 118.  Ensure that you disclose your commitments to
purchase from the supplier (see your response to prior comment 7(2)).  Also, tell us and
consider the need to modify your Business section to clarify what the Company does with
purchased hash rate for which the Company does not have customer subscriptions.

Note 3. Digital Assets, page F-49
16.We note in your responses to prior comments 9 and 15 that you recognize and present an a
safeguarding asset and liability and a safeguarding asset on the balance sheet related to
those safeguard digital assets and corresponding obligation in accordance with SAB 121
you custody.  However, your disclosures suggests that you do control the crypto-assets
you custody but also references that you are applying SAB 121 to account for the
safeguarding of the crypto-assets.  Please address the following related to your disclosure
about the application of SAB 121:
•Revise the titles of the SAB 121-related line items on your balance sheet to be clear

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that the line items relate to a safeguarding liability and safeguarding asset.  Your
current titling suggests that you recognized the digital assets you custody in your
balance sheet.
•Revise the first sentence of Note 4 to clarify the balance represents your safeguarding
liability and corresponding safeguarding asset for the digital assets temporarily held
by the Group on behalf of customers in the Group’s platform.
•Revise Note 4 to clarify that your safeguarding liability and safeguarding asset are
measured at fair value each reporting period and remove phrases such as “based on
fair value” and “same value.”

17.As a follow-up to the preceding comment and in order to help us understand your SAB
121 conclusion, please provide an accounting analysis that supports your conclusion that
you do not have control of the digital assets in your custody.  In your analysis, address the
material rights and obligations of your customers and you for holding the digital assets in
wallets.  In your reply, please clarify whether you have the right to pledge, rehypothecate,
transfer, or otherwise use the digital assets you hold in custody.
18.In order to help us further evaluate your response to prior comment 18, please more
clearly articulate your contractual rights as a verified customer and evaluate them in the
context of the definitions of financial asset and intangible asset.  Please clarify your
statement in response to prior comment no. 18(4) that "Even becoming a verified
customer, as declared by Tether, there is still uncertainty about what assets can