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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax      212.407.4990

January 12, 2024

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Ryan Rohn

    Stephen Krikorian

    Matthew Derby

    Mitchell Austin

    Re:
    BitFuFu Inc. (CIK No. 0001921158)

    Registration Statement on Form F-4

    Filed December 20, 2023

    File No. 333-276181

Dear Mr. Rohn, Mr. Krikorian, Mr. Derby and Mr. Austin:

On behalf of BitFuFu Inc. (the “Company”),
we are hereby responding to the letter dated January 5, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration Statement
on Form F-4 filed on December 20, 2023 (the “Registration Statement”). In response to the Comment Letter and
to update certain information in the Registration Statement, the Company is filing amendment No.1 to the Registration Statement (the “Amendment
No.1”) with the Commission today.

For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response.

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.

RESPONSE: The Company acknowledges the Staff’s comment and has
revised the disclosure on pages 11 and 207 of the Registration Statement and has reissued the tax opinion as Exhibit 8.1.

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 of net income”. Please revise or advise.

RESPONSE: The Company acknowledges the Staff’s comment. BitFuFu acknowledges
that the interest paid should be classified as operating activities and has revised the disclosure in BitFuFu’s consolidated statements
of cash flows on pages 35, 161, 162, F-44, F-45 and F-77 of Amendment No.1.

With regards to the payment for deferred transaction costs related to the
pending business combination, BitFuFu considers that the merger with Arisz is in substance a capital transaction, i.e., a recapitalization,
rather than a business combination, because Arisz does not meet the definition of a “business.” As a result, the direct and
incremental transaction cost should be treated as a deduction from the cash proceeds of the transaction and not an operating expense.
Therefore, BitFuFu considers such payment for transaction costs should be classified as a financing activity rather than an operating
activity. BitFuFu has revised the item in the consolidated statements of cash flows from “Payment of deferred transaction costs
related to pending business combination” to “Payment of deferred offering costs” on pages 162, F-45 and F-77 of Amendment
No.1.

Notes to the Consolidated Financial Statements

Note 6 - Equity Securities, page F-61

3. Please clarify 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).

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure in footnote 9 on page 176 to reflect the reclassification
of Arisz shares purchased by Bitfufu as treasury stock.

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Please call Andrei Sirabionian of Loeb & Loeb LLP at (212) 407-4089
or Dan Ouyang at Wilson Sonsini Goodrich & Rosati at + (852) 3972-4955 if you would like additional information with respect to any
of the foregoing. Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

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