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January 5, 2024
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Registration Statement on Form F-4
Filed December 20, 2023
File No. 333-276181
Dear Leo Lu:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-4
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders, page 202
1.We note that it is intended that the Domestication qualify as a Reorganization for U.S.
federal income tax purposes and that you filed a tax opinion as exhibit 8.1.  Given your
representation that there is an absence of direct guidance on the application of
Section 367(a) and 368 of the Code with regards to indirect stock transfers in cross-
border reorganizations, the tax opinion should address the degree of uncertainty, state the
key factors used in the analysis, and discuss the risks to investors of the uncertain tax
treatment. Please revise as appropriate.
Consolidated Statements of Cash Flows, page F-44
2.Please clarify why interest paid and payment of deferred transaction costs related to
pending business combination are presented as financing activities instead of operating
activities. We refer you to ASC 230-10-20: "Cash flows from operating activities are
generally the cash effects of transactions and other events that enter into the determination

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 January 5, 2024 Page 2
 FirstName LastName
Leo Lu
Bitfufu Inc.
January 5, 2024
Page 2
of net income". Please revise or advise.
Notes to the Consolidated Financial Statements
Note 6 - Equity Securities, page F-61
3.Please clarify whether whether the investment in shares of Arisz common stock, including
the amounts classified as prepayments, should be eliminated in the pro forma combining
balance sheet (your page 176).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian