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July 6, 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
additional 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.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition
Cryptocurrency self-mining revenue, page F-61
1.Your response to prior comment 13 in your December 9, 2022 letter, and your response to
prior comment 10 in your March 31, 2023 letter, indicate that BitFuFu consents to the
online framework service agreements provided by pool operators when BitFuFu sets up its
accounts on their websites.  For your arrangements with each pool operator, please
provide us with copies of any such online framework service agreements.  If the online
framework service agreements are publicly available, you may provide us with the URL
address, but please ensure your response adequately considers any relevant prior versions,

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 July 6, 2023 Page 2
 FirstName LastNameLeo Lu
Bitfufu Inc.
July 6, 2023
Page 2
if applicable.

In addition to these written online framework service agreements, please tell us whether
the parties have approved any other agreements that you considered when identifying the
contract with the customer in accordance with ASC 606 (e.g., side agreements or
customized terms). If so, please provide copies of any such written agreements or a
description of any agreements that were approved orally or in accordance with other
customary business practices.
2.You disclose on page 123 that “BitFuFu’s self-mining operations utilize third-
party mining pools, such as AntPool, Foundry and Poolin, to receive mining rewards from
a given network”.  Please confirm that these are the only third-party mining pools that are
used. If others are also used, please provide the names of such third-party mining pools.
In addition, please provide the amount of revenue associated with each third-party mining
pool for the fiscal year ended December 31, 2022 and through the most recent reporting
dates in the interim period 2023.

3.Your response to prior comment10 in your August 22, 2022 letter, states that “BitFuFu
and the pool operators have unconditional right to terminate the contract governing the
pool participation at any time.”  You subsequently stated in your response 13 in your letter
dated December 9, 2022, that “BitFuFu respectfully clarifies that it does not believe the
mining operators have an unconditional right to terminate the contract between the pool
participants and the pool operators at any time.”  However, you then stated in your
response 10 in your letter dated March 31, 2023, that “[e]ach contract between BitFuFu
and the mining pool operators is an at-will contract because the contract is terminable at
any time by either party without penalty.”  Please reconcile these apparent discrepancies.
Specifically, for each pool operator arrangement (Antpool, Foundry, Poolin, and any
others, if applicable), does either Bitfufu or the pool operator have an unconditional right
to terminate the contract at any time without penalty?  In your response, please reference
or describe the specific contractual clauses you considered when reaching your
conclusion.

If the pool operators do not, in fact, have an unconditional right to terminate the contract,
please provide a detailed description of the factors you considered when determining
whether Bitfufu would have legal recourse upon termination by the pool operator.For
example, your letter dated December 9, 2022, states that “if AntPool unilaterally
terminates the service agreement without cause and does not give BitFuFu the opportunity
to perform or continue to perform, BitFuFu believes it has a claim for expectation damage
at a court of law.”Please elaborate on the factors considered in reaching any such
conclusions for AntPool and all other applicable pool operators.
4.In order to help us continue to evaluate your ASC 606 step four analysis for your
cryptocurrency self-mining revenue, please describe your assessment of how the identified
performance obligations are distinct in accordance with ASC 606-10-25-19 through 25-

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 July 6, 2023 Page 3
 FirstName LastName
Leo Lu
Bitfufu Inc.
July 6, 2023
Page 3
22.  Please ensure your response includes your analysis of each of the criteria in ASC 606-
10-25-19, as well as each of the factors in ASC 606-10-25-21.
            You may contact Ryan Rohn, 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