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United States securities and exchange commission logo
June 29, 2023
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 10 to Draft Registration Statement on Form F-4
Submitted June 16, 2023
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 noted otherwise, our references to prior comments refer to comments in our
June 8, 2023 letter.
Amendment No. 10 to Draft Registration Statement on Form F-4
Results of Operations
Year ended December 31, 2021 compared to the 2020 period
Cost of revenues, page 151
1.We note your expanded disclosure of cost of revenues in response to prior comment 3.
Your expanded disclosure is unclear in that you state cost of revenues from cloud-mining
solutions increased significantly from 2020 to 2021 and identify and quantify the factors
for the increase year over year. However, as noted in your disclosure as well as your table
on page 141, cost of revenues from cloud-mining solutions decreased significantly from
US$90,617 in the 2020 period to US$68.1 million in 2021. Please advise or revise.

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 June 29, 2023 Page 2
 FirstName LastNameLeo Lu
Bitfufu Inc.
June 29, 2023
Page 2
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition
Cloud mining solution, page F-57
2.Please tell us and revise your disclosure to clarify what assets you lease.  For example, we
note in your May 16, 2023 response to prior comment 2 you reference the leasing of
miners.  We also note that in your March 31, 2023 response to prior comment 5 you
reference both mining equipment and servers.  Please clarify if each of these references
are for the same equipment. We also note your accounting policy refers to leasing
computing power, which does not appear to be a depreciable asset, and data center rack
space.
3.Please tell us to what the “long-term hosting agreement” for both self-owned and leased
mining machines entails, including whether it involves a lease.  For example, does the
agreement contain a lease of data center rack space?  See March 31, 2023 response 5.
4.In your ASC 842 lease analysis, your May 16, 2023 response 2 indicates in part,
“Specifically, it states that on a quarterly basis, both parties shall sign a minimum
guarantee commitment for the lease of computing power , which is binding to both
parties.” We note that computing power is not a depreciable asset.  Please clarify what the
nature of this quarterly commitment is and how it relates to or defines the identified asset
you assert you lease.
5.Your accounting policy references “electricity supply, network connectivity, hardware
maintenance, and other necessary infrastructure services from the same or other
suppliers.”  Please tell us whether or not you believe these are lease payments, as that term
is defined in ASC 842, and the reasons why or why not, and revise the policy to clarify
your accounting for such costs.
6.In your response to prior comment 8 in your March 31, 2023 response letter you state that
“the stability requirement is an assurance type of warranty, not a promise to provide a
distinct good or service” and that “The contract stability requirement of BitFuFu provides
a customer with the “assurance” that the related service will function as the parties
intended because it complies with agreed-upon specifications (ASC 606-10-55-30). Such
assurance is not a distinct service”.  Please describe how you are accounting for the
assurance warranty and provide specific, supporting citation to authoritative literature.
For example, your responses appear to assert that the stability requirement does not
represent an option for additional distinct goods and services, but then suggests you
provide additional service rather than credits or refunds to the customer for the failure to
meet the stability requirement;  references assurance warranty accounting requirements
without analyzing their applicability given that the stability requirement appears to relate
to your own performance; and is silent as to whether the stability requirement represents a
form of variable consideration.

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 June 29, 2023 Page 3
 FirstName LastNameLeo Lu
Bitfufu Inc.
June 29, 2023
Page 3
7.In your response to prior comment 9 in your March 31, 2023 response letter you provided
two models as illustrative examples for recognition under ASC 606, step 5. In order to
help us evaluate this response, please clarify both the promises and the payment terms,
including to what “T” refers, specified in the contract.  For example, you state that the
customer contracts for a number of days, but then assert the promise in the contract is each
second of hash rate. Why do you believe this recharacterization of the promise is
appropriate and how does that recharacterization relate to the payment terms (e.g., do you
have an enforceable right to payment if you provide less than a day of the contracted
service stability requirement)? Please also clarify whether your payment term with the
customers is an amount per T and thus will vary at each increment above 95% of 100T.
That is, please indicate whether your fee will increase the greater the stability rate you
achieve.  Alternatively, please tell us whether the fee is fixed as long as the stability rate is
above 95%.
Cryptocurrency self-mining revenue, page F-61
8.In order to help us continue to evaluate your ASC 606, step one analysis, please address
the following:
•You indicate that the promised good or service is a valid proof of work (see March
31, 2023 response 10). Please clarify how many nonces are within a valid proof of
work.  For example, does a single proof of work contain one nonce or a range of
nonces?  If a range, what determines how many nonce attempts are within a single
proof of work?
•Clarify how long it takes to transfer control of a single valid proof of work.
•Expand your March 31, 2023 response 10 contract combination analysis to more fully
address ASC 606-10-25-9c

9.In order to help us continue to evaluate your ASC 606 step three analysis, please address
the following:
•Your December 9, 2022 response 13 indicates that you are not applying the ASC 606
variable consideration constraint, however your disclosure suggests you are.  Please
reconcile for us this apparent inconsistency.
•Your disclosure uses highly probable to describe application of the variable
consideration constraint; however that standard is not compliant with ASC 606-10-
32-11.  Please revise your accounting policy to comply.
•Please clarify whether the three mining pools in which you participate - AntPool,
Foundry and Poolin -  use the FPPS payout mechanism.
•Identify the inputs for the payout mechanism used by the mining pools in which you
participate, identifying whether the input is from the company.  For inputs that are
not from the company, clarify for us why they trigger the application of the constraint
in ASC 606-10-32-11.
10.Please propose revised accounting policy disclosure that addresses the following:
•Consider whether the reference to performance obligation in the first paragraph

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 June 29, 2023 Page 4
 FirstName LastName
Leo Lu
Bitfufu Inc.
June 29, 2023
Page 4
should be removed.  We note this paragraph is describing the facts of the legal
contract, whereas the term “performance obligation” is an accounting concept
addressed later in the accounting policy disclosure.
•Consider the need to  revise the third paragraph and its reference to highly probable
to be compliant with ASC 606-10-32-11.
•Consider the need to revise the fourth paragraph reference to “hash rate” to reflect
your assertion that the promised good or service is a valid proof of work (see March
31, 2023 response 10).
•There are multiple qualifiers in the fourth paragraph (e.g., “upon the verification,”
“on a daily basis,” and “within the same day once verified by all parties”).  Consider
the need to revise it to more clearly articulate when Bitcoin is settled.  Also, clarify to
whom “all parties” refers.
•Revise the fifth paragraph to clarify the meaning of the phrase “when earned” and
reconcile this paragraph to the second paragraph.
•Revise the sixth paragraph to state, if true, the company recognizes impairment
whenever fair value of bitcoin is below its carrying value.  We note that both the first
sentences reference to “…on a daily basis, on the following day…” and “If there is
indicator of impairment…” make it unclear whether the company recognizes
impairment whenever the fair value of bitcoin is below its carrying value.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian