SEC Comment Letter 0000000000-24-000754 to Bitfufu Inc. (FUFU)
Bitfufu Inc.
Date: Jan. 19, 2024 · CIK: 0001921158 · Accession: 0000000000-24-000754
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File numbers found in text: 333-276181
Letter
United States securities and exchange commission logo January 19, 2024 Leo Lu Chief Executive Officer Bitfufu Inc. 111 North Bridge Road, #15-01 Peninsula Plaza, Singapore 179098 Re:Bitfufu Inc. Amendment No. 1 to Registration Statement on Form F-4 Filed January 12, 2024 File No. 333-276181 Dear Leo Lu: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our January 5, 2024 letter. Amendment No. 1 to Registration Statement on Form F-4 filed January 12, 2024 Questions and Answers About the Business Combination and the Special Meeting What vote is required to approve the Proposals?, page 6 1.We note your disclosure on page 74 that "The Initial Stockholders have agreed to vote in favor of the Business Combination Proposal." Please disclose the percentage of non- affiliated public shares that would be needed to approve the merger assuming all of the initial stockholders voted for the business combination and if only a quorum of shares are present.
FirstName LastNameLeo Lu Comapany NameBitfufu Inc. January 19, 2024 Page 2 FirstName LastName Leo Lu Bitfufu Inc. January 19, 2024 Page 2 Consolidated Statements of Cash Flows, page F-44 2.Your response to prior comment 2 related to the payment for deferred transaction costs is unclear to us. That is, please clarify the balance sheet line item that such amount was recorded and explain why a similar amount is not being adjusted in your pro forma condensed consolidated balance sheet on page 178. Please advise or revise. 3.Please disclose amounts of interest and income taxes paid, if any, in accordance with ASC 230-10-50-2 in a note to the Statements of Cash Flows. 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 or Mitchell Austin at 202-551-3574 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Andrei Sirabionian
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United States securities and exchange commission logo
January 19, 2024
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 1 to Registration Statement on Form F-4
Filed January 12, 2024
File No. 333-276181
Dear Leo Lu:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our January 5, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed January 12, 2024
Questions and Answers About the Business Combination and the Special Meeting
What vote is required to approve the Proposals?, page 6
1.We note your disclosure on page 74 that "The Initial Stockholders have agreed to vote in
favor of the Business Combination Proposal." Please disclose the percentage of non-
affiliated public shares that would be needed to approve the merger assuming all of the
initial stockholders voted for the business combination and if only a quorum of shares are
present.
FirstName LastNameLeo Lu
Comapany NameBitfufu Inc.
January 19, 2024 Page 2
FirstName LastName
Leo Lu
Bitfufu Inc.
January 19, 2024
Page 2
Consolidated Statements of Cash Flows, page F-44
2.Your response to prior comment 2 related to the payment for deferred transaction costs is
unclear to us. That is, please clarify the balance sheet line item that such amount was
recorded and explain why a similar amount is not being adjusted in your pro forma
condensed consolidated balance sheet on page 178. Please advise or revise.
3.Please disclose amounts of interest and income taxes paid, if any, in accordance with ASC
230-10-50-2 in a note to the Statements of Cash Flows.
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 or Mitchell Austin at 202-551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrei Sirabionian