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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax      212.407.4990

January 22, 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 January 12, 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 19, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), regarding the Amendment No.1 to the Company’s
Registration Statement on Form F-4 filed on January 12, 2024 (the “Amendment No.1”). In response to the Comment
Letter and to update certain information in the Amendment No.1, the Company is filing amendment No.2 to the Registration Statement (the
“Amendment No.2”) 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.

Amendment No.1 to Registration Statement Form F-4 filed January
12, 2024

Questions and Answers About the Business Combination and Special
Meeting

What vote is required to approve the Proposal?, 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.

RESPONSE: The Company acknowledges the Staff’s comment and has
revised the disclosure on page 74 to add the requested disclosure.

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.

RESPONSE: The Company respectively advises the Staff that the deferred
transaction costs (or, deferred offering costs as presented in BitFuFu’s financial statements), were recorded as “Prepayments”
in BitFuFu’s consolidated balance sheets. BitFuFu has further revised disclosure under note 5 “Prepayments” of the unaudited
interim condensed consolidated financial statements on page F-92 to include a breakdown of prepayment as of December 31, 2022 and June
30, 2023, respectively, to clarify the nature of relevant prepayments. Specifically, the “Prepaid offering cost” in the amount
of US$3,075,550 as of June 30, 2023 corresponds to the sum of transaction costs in connection with the Business Combination, in each case
as shown in footnotes 7 and 8 of “Prepayments” in the pro forma condensed consolidated balance sheet on page 178 of Amendment
No.2.

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.

RESPONSE: The Company acknowledges the Staff’s comment and has
revised the disclosure on pages F-45 and F-77 of Amendment No.2.

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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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