SecProbe.io

CORRESP
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 BitFuFu Inc.

 7 Temasek Boulevard

 Suntec Tower 1, #11-01

 Singapore 038987

 Tel: +65 6252 7569

 November 24, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 BitFuFu Inc.

 Registration Statement on Form F-3 (File No. 333-291353)

 Acceleration Request

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation
C promulgated under the Securities Act of 1933, as amended (the "Act"), BitFuFu Inc. (the "Company") hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "Registration Statement") be accelerated
to, and that the Registration Statement becomes effective at, 4 p.m. Eastern Time on November 26, 2025, or as soon thereafter as practicable.
In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request
may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, DLA Piper.

 Very truly yours,

 BitFuFu Inc.

 By:
 /s/ Leo Lu

 Name:
 Leo Lu

 Title:

 Chief Executive Officer and Chairman of the Board of
 Directors

CORRESP
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 filename1.htm

 BitFuFu Inc.

 9 Temasek Boulevard

 Suntec Tower 2, #13-01

 Singapore 038989

 Tel: +65 6252 7569

 July 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 BitFuFu Inc.

 Registration Statement on Form F-3 (File No. 333-288554)
 Acceleration Request

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the "Act"), BitFuFu Inc. (the "Company")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "Registration Statement")
be accelerated to, and that the Registration Statement becomes effective at, 4 p.m. Eastern Time on July 18, 2025, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel,
DLA Piper.

 Very truly yours,

 BitFuFu Inc.

 By:
 /s/ Leo Lu

 Name:
 Leo Lu

 Title:
 Chief Executive Officer and
Chairman of the Board of Directors

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Leo Lu
Chief Executive Officer
Bitfufu Inc.
9 Temasek Boulevard
Suntec Tower 2, #13-01
Singapore 038989

 Re: Bitfufu Inc.
 Registration Statement on Form F-3
 Filed July 8, 2025
 File No. 333-288554
Dear Leo Lu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Lulu Cheng at 202-551-3811 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Yang Ge
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Calla Zhao
Chief Financial Officer
BitFuFu Inc.
9 Temasek Boulevard
Suntec Tower 2, #13-01
Singapore 038989

 Re: BitFuFu Inc.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-41972
Dear Calla Zhao:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
</TEXT>
</DOCUMENT>

CORRESP
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 BitFuFu Inc.

 9 Temasek Boulevard

 Suntec Tower 2, #13-01

 Singapore 038989

 May 22, 2025

 VIA EDGAR

 Ms. Kate Tillan

 Mr. Mark Brunhofer

 Division of Corporation Finance

 Office of Crypto Assets

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: BitFuFu
Inc. (the "Company")

 Form 20-F for the Fiscal Year
Ended December 31, 2024

 Filed on April 21, 2025
(File No. 001-41972)

 Dear Ms. Kate Tillan and Mr. Mark Brunhofer,

 This letter sets forth
the Company's responses to the comments contained in the letter dated May 14, 2025 from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") regarding the Company's annual report on Form 20-F
for the fiscal year ended December 31, 2024 filed with the Commission on April 21, 2025 (the " 2024 Form 20-F ").
The Staff's comments are repeated below in bold and are followed by the Company's responses thereto. All capitalized terms
used but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F.

 Form 20-F for the Fiscal Year Ended
December 31, 2024

 Notes to the Consolidated Financial
Statements

 Note 2: Summary of Significant Accounting
Policies

 Digital assets, page F-11

 1. You disclose that you hold digital assets for long-term price
appreciation and plan to sell them to support operations as needed and that you classify purchases and sales of digital assets for fiat
currency as investing activities. During your earnings call for the fourth quarter of 2024 held on March 25, 2025 we note that you indicated
that your general treasury policy is to sell a portion of your mined bitcoins on a daily basis to cover your electricity and hosting
costs. Given your adoption of ASU 2023-08 on January 1, 2024, please tell us:

 ● Your consideration for classifying proceeds from sales
of your mined bitcoin to cover your electricity and hosting costs as operating activities under the guidance in ASC 230-10-45-27A. In
your response, please clarify for us whether bitcoin sold to cover electricity and hosting costs is sold "nearly immediately"
after acquisition, as that phrase is contemplated under ASC Topic 230-10-45-27A.

 ● Your consideration for clarifying your general treasury
policy in the Liquidity and Capital Resources disclosure of Item 5 and in your financial statement footnotes.

 In response to the Staff's comment, we respectfully
clarify that we did not classify proceeds from sales of our mined bitcoin to cover the electricity and hosting costs as operating activities.
This was because our mined bitcoins were not converted "nearly immediately" after acquisition into cash according to the guidance
in ASC 230-10-45-27A. Instead, they were converted into cash at least three months after they were mined due to the first-in-first-out
policy that we adopted for selling bitcoin. The first-in-first-out policy was not only applied to accounting treatment but was also reflected
in the cold wallet's settings: bitcoins mined by us were received and stored in the Company's cold wallets. When the Company
needs to transfer bitcoin from its cold wallet to one of its accounts at a crypto exchange for sale, on an as needed basis which can vary
from time to time, those bitcoins that were first received and stored into the cold wallet will be transferred first by default settings
of the cold wallet. In practice, the sold bitcoins were usually obtained by the Company several months ago.

 We would also like to clarify our general treasury
policy in the following details: we aim to hold as many bitcoins as possible for long-term price appreciation while selling a portion
of them, on an as needed basis which can vary from time to time, to provide working capital for our operational needs. The reason we sell
a portion of our bitcoin holding on a frequent basis is to avoid the situation that we may be forced to sell a big chunk of bitcoin to
cover operation costs at an unfavorable market price for liquidity reasons. Our goal is to achieve an average selling price similar to
the average market price over a certain period rather than betting on the spot rate hike of some particular date. On top of that, we strategically
may apply additional approaches during high market volatilities. We may sell additional bitcoin following a rapid increase in the price
of bitcoin or temporarily suspended bitcoin selling when the price declines to a point that we believe is unsustainable in the long run
and the market price will recover or grow higher in the coming months. For instance, in the periods from mid-March to mid-April 2024,
from mid-June to early September 2024 and from mid-November to the end of first quarter of 2025, we almost suspended bitcoin selling.

 Further, we respectfully propose to revise the referenced disclosure
as follows (page reference is made to the 2024 Form 20-F to illustrate the approximate location of the disclosure) in our future Form
20-F filings (with additions underlined), subject to updates and adjustments to be made in connection with any material development of
the subject matter being disclosed:

 Page 82:

 ……

 The Company primarily holds digital assets, mainly bitcoins, for
long-term price appreciation and plans to sell them to support operations as needed. Our treasury policy with regard to the sale of digital
assets is a result of our assessment of the expected market price of the digital assets and our liquidity needs. In general, digital assets
are converted to cash a few months after they are acquired based on first-in-first-out policy.

 Page F-12:

 The Company primarily holds digital assets, mainly bitcoins ,
for long-term price appreciation and plans to sell them to support operations as needed. Our treasury policy with regard to the sale
of digital assets is a result of our assessment of the expected market price of the digital assets and our liquidity needs. In general,
digital assets are converted to cash a few months after they are acquired based on first-in-first-out policy. Purchases and sales
of digital assets for fiat currency are classified as investing activities in the Company's consolidated cash flow statements.

 2

 Revenue recognition

 Cloud mining solutions, page F-16

 2. We
note your disclosure in the second bullet on page F-17 that you act as principal and record the sale of cloud-mining services gross,
yet we note no indication in the description of costs of revenue on page F-20 that your costs include the portion of bitcoin mined and
distributed to your customer. Please clarify for us whether you are principal in the sales of hash calculations to the mining pool. If
so, tell us the basis for your accounting. If not, represent to us that in future filings, you will revise your disclosure to clarify
that the principal relationship you previously discuss results in the gross up of your mining equipment costs and that you will specifically
address the relationship between your customer and the mining pools they select.

 In response to the Staff's comment, we respectfully
clarify that, in our cloud mining business, we do not sell hash calculation services to mining pools. Instead, we sell hash calculation
services to our customers and generate revenue from the service fees the customers pay to us over the period of the contract. Our customers
use the hash rate they purchased from us, connect the purchased hash rate to their designated mining pools and in return, earn their own
revenue in the form of bitcoin rewards from these mining pools. We help customers connect and deliver the purchased hash rate to designated
mining pools, and the control of this purchased hash rate is transferred to the customer at the same time of consumption. The mining pool
operator distributes bitcoin outputs directly to the customer's designated wallets. According to our agreement with customers, we
are not responsible for the outputs from mining pools or the actions of the mining pool operators. In our cloud mining business, there
is no contract, as identified by ASC 606, between us and the mining pools. We have no contractual rights or obligations regarding the
bitcoins mined by customers using our cloud mining services and, therefore, do not recognize these bitcoins as either revenue or cost
of revenue. Included within our cost of revenue for the cloud mining business are internal costs such as depreciation charges for self-owned
mining equipment, platform technology fees and salaries, as well as external cost such as lease costs charged for third-party mining equipment,
outsourcing fees, electricity costs, etc.

 Further, we respectfully propose to revise the
disclosure in the second bullet on page F-17 as follows (page reference is made to the 2024 Form 20-F to illustrate the approximate location
of the disclosure) in our future Form 20-F filings (with additions underlined) to clarify the relationship between our customer and the
mining pools they select, subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed:

 Page
F-17 :

 ● Satisfaction
 of a performance obligation and revenue recognition: …… In accordance with
 the Company's Agreement with its customers, the Company is not responsible for the
 output of the mining pool or the act ions of mining pool operator. Actually, the
 customers select the mining pool at their own discretion. In addition, the Company does
 not have any explicit or implicit repurchase agreements with customers.

 If you have any additional questions or comments regarding
the 2024 Form 20-F, please contact the undersigned at calla.zhao@bitfufu.com or the Company's U.S. counsel, Yang Ge of DLA Piper
UK LLP at yang.ge@dlapiper.com.

 Very truly yours,

 /s/ Calla Zhao

 Calla Zhao

 Chief Financial Officer

 cc: Leo
Lu, Chief Executive Officer and Chairman of the Board of Directors, BitFuFu Inc.

 Yang Ge, Esq., Partner, DLA Piper UK LLP

 3

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

Calla Zhao
Chief Financial Officer
BitFuFu Inc.
9 Temasek Boulevard
Suntec Tower 2, #13-01
Singapore 038989

 Re: BitFuFu Inc.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-41972
Dear Calla Zhao:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Notes to the Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
Digital assets, page F-11

1. You disclose that you hold digital assets for long-term price
appreciation and plan to
 sell them to support operations as needed and that you classify
purchases and sales of
 digital assets for fiat currency as investing activities. During your
earnings call for the
 fourth quarter of 2024 held on March 25, 2025 we note that you indicated
that your
 general treasury policy is to sell a portion of your mined bitcoins on a
daily basis to
 cover your electricity and hosting costs. Given your adoption of ASU
2023-08 on
 January 1, 2024, please tell us:
 Your consideration for classifying proceeds from sales of your mined
bitcoin to
 cover your electricity and hosting costs as operating activities
under the guidance
 in ASC 230-10-45-27A. In your response, please clarify for us
whether bitcoin
 sold to cover electricity and hosting costs is sold "nearly
immediately" after
 May 14, 2025
Page 2

 acquisition, as that phrase is contemplated under ASC Topic
230-10-45-27A.
 Your consideration for clarifying your general treasury policy in
the Liquidity and
 Capital Resources disclosure of Item 5 and in your financial
statement footnotes.
Revenue recognition
Cloud mining solutions, page F-16

2. We note your disclosure in the second bullet on page F-17 that you act
as principal
 and record the sale of cloud-mining services gross, yet we note no
indication in the
 description of costs of revenue on page F-20 that your costs include the
portion of
 bitcoin mined and distributed to your customer. Please clarify for us
whether you are
 principal in the sales of hash calculations to the mining pool. If so,
tell us the basis for
 your accounting. If not, represent to us that in future filings, you
will revise your
 disclosure to clarify that the principal relationship you previously
discuss results in the
 gross up of your mining equipment costs and that you will specifically
address the
 relationship between your customer and the mining pools they select.
 In closing, 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.

 Please contact Kate Tillan at 202-551-3604 or Mark Brunhofer at
202-551-3638 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 BitFuFu Inc.

 9 Temasek Boulevard

 Suntec Tower 2, #13-01

 Singapore 038989

 Tel: +65 6252 7569

 April 23, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 BitFuFu Inc.

 Registration Statement on Form F-3 (File No. 333-286356)
 Acceleration Request

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the "Act"), BitFuFu Inc. (the "Company")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "Registration Statement")
be accelerated to, and that the Registration Statement becomes effective at, 4 p.m. Eastern Time on April 25, 2025, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of
Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel,
DLA Piper.

 Very truly yours,

 BitFuFu Inc.

 By:
 /s/ Leo Lu

 Name:
 Leo Lu

 Title:
 Chief Executive Officer and
 Chairman of the Board of Directors

<DOCUMENT>
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<TEXT>
 April 9, 2025

Leo Lu
Chief Executive Officer
BitFuFu Inc.
9 Temasek Boulevard
Suntec Tower 2, #13-01
Singapore 038989

 Re: BitFuFu Inc.
 Registration Statement on Form F-3
 Filed April 3, 2025
 File No. 333-286356
Dear Leo Lu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact David Lin at 202-551-3552 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Yang Ge
</TEXT>
</DOCUMENT>

CORRESP
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BitFuFu Inc.

111 North Bridge Road, #15-01

Peninsula Plaza

Singapore 179098

May 13, 2024

Via EDGAR

Division of Corporation Finance

Office of Crypto Assets

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: David Gessert

Lulu Cheng

    Re:
    BitFuFu Inc.

    Registration Statement on Form F-1, as amended

    Registration No. 333-278207

Dear Mr. Gessert and Ms. Cheng:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so
that it will be declared effective at 4:00 p.m. Eastern Standard Time on May 15, 2024 or as soon thereafter as is practicable.

Please do not hesitate to contact Jessica Zhou at +852 2822 8725 of
White & Case with any questions or comments with respect to this letter.

Sincerely,

    BitFuFu Inc.

    By:
    /s/ Leo Lu

    Name:
    Leo Lu

    Title:
    Chief Executive Officer

CC: Jessica Zhou, White & Case

[Signature page – Acceleration Request]

CORRESP
1
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  April 30, 2024

VIA EDGAR

Division of Corporation Finance

Office of Crypto Assets

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Attn: David Gessert

Lulu Cheng

 Re: BitFuFu Inc.

Registration Statement
on Form F-1

Filed March 25, 2024

File No. 333-278207

Dear Mr. Gessert, Ms. Cheng:

The undersigned, on behalf of BitFuFu Inc. (the
“Company”), respectfully submits this correspondence to the staff (the “Staff”) of
the Securities and Exchange Commission in response to its letter dated April 16, 2024, relating to the Company’s Registration Statement
on Form F-1 filed on March 25, 2024 (the “Registration Statement”). On behalf of the Company, we are
concurrently filing an Amendment No. 1 to the Registration Statement (the “Revised Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. Capitalized terms
used herein but not defined herein have the definitions assigned to them in the Revised Registration Statement.

To facilitate the Staff’s review, we have
included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s
response immediately following each comment including, where applicable, a cross-reference to the location in the Revised Registration
Statement of changes made in response to the Staff’s comment.

General

 1. Revise the “Summary” section, “Selling
Securityholders” section, and elsewhere in your prospectus as appropriate to:

 ● Disclose the price that each selling securityholder paid
for the securities being registered for resale;

 ● Highlight any differences in the current trading price,
the prices that the Sponsor, private placement investors, PIPE investors and other selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants;

 ● Disclose that while the Sponsor, private placement investors,
PIPE investors and other selling securityholders may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices
and the current trading price. In this regard, we note your statement to that effect on page 41; and

 ● Disclose the potential profit the selling securityholders
will earn based on the current trading price.

RESPONSE:

 In response to the Staff’s comment, the Company revised the disclosure
on the cover page, pages 1, 2, 42, 43, 94, 95, 129 and 130 of the Revised Registration Statement.

Cover Page

 2. Please revise to disclose the price that the selling securityholders
paid for the 207,000 Class A Ordinary Shares issuable upon the exercise of the Unit Purchase Option.

RESPONSE:

 In response to the Staff’s comment, the Company revised the disclosure
on the cover page, pages 1, 2, 42, 43, 95 and 129 of the Revised Registration Statement.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

Overview, page 94

 3. Please expand your discussion here to reflect the fact that
this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market
price of your common stock. Your discussion should highlight the fact that Antdelta Investment Limited, FuFu ESOP Limited, Antpool Technologies
(BVI) Limited, and Arisz Investment LLC, collectively beneficial owners of over 84% of your outstanding shares, will be able to sell
all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

RESPONSE:

 In response to the Staff’s comment, the Company revised the disclosure
on the cover page, pages 1, 2, 42, 43, 94, 95, 129 and 130 of the Revised Registration Statement. In addition, the Company respectfully
submits to the Staff that Antdelta Investment Limited (“Antdelta”) , FuFu ESOP Limited, Antpool Technologies (BVI) Limited,
and Arisz Investment LLC (the “Sponsor”) will be able to sell up to 15,424,663 Class A Ordinary Shares, constituting approximately
54.9% of the Company’s issued and outstanding Class A Ordinary Shares, pursuant to the prospectus which forms part of the Revised
Registration Statement, for so long as the Revised Registration Statement is available for use. Antdelta and the Sponsor will be able
to sell up to an additional 7,500,000 Class A Ordinary Shares and 696,247 Class A Ordinary Shares, respectively, pursuant to the prospectus
which forms part of the Revised Registration Statement, upon the expiration of the relevant lock-up period that these shares are subject
to, which is six months after the Closing of the Business Combination, for so long as the Revised Registration Statement is available
for use.

    2

 4. Please disclose whether you entered into any forward purchase or other agreements that provide certain investors with the right
to sell back shares to the Company at a fixed price for a given period after the Closing Date of the Business Combination. If so, please
revise to discuss the risks that these agreements may pose to other holders if you are required to buy back the shares of your common
stock as described therein. For example, discuss how such forced purchases would impact the cash you have available for other purposes
and to execute your business strategy.

RESPONSE:

The Company respectfully submits to the Staff that the Company
did not enter into any such agreement.

Liquidity and Capital Resources, page 114

 5. We note your disclosure on the top of page 115 that, if your existing cash resources are insufficient to meet your requirements,
you may seek to issue equity or debt securities or obtain credit facilities. Please expand your discussion to address the effect that
this offering may have on your ability to raise additional capital.

RESPONSE:

 In response the Staff’s comment, the Company revised the disclosure
on pages 17, 18, 113 and 114 of the Revised Registration Statement.

Description of Securities

Unit Purchase Option, page 125

 6. Please expand your disclosure to provide the description of the Option Units underlying the Unit Purchase Option. In this regard,
we note your disclosure on page vi that “[e]ach Option Unit, upon issuance, contains one Class A Ordinary Share, one Warrant and
one right, which upon automatic conversion entitles the holder thereof to receive one-twentieth (1/20) of one Class A Ordinary Shares.”

RESPONSE:

 In response to the Staff’s comment, the Company revised the disclosure
on page 124 of the Revised Registration Statement.

******

    3

Please do not hesitate to contact Jessica Zhou at +852 2822-8725 with
any questions or comments regarding this letter.

Sincerely,

    /s/ White & Case

White & Case

 cc: Leo Lu, BitFuFu Inc.

4

United States securities and exchange commission logo
April 16, 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-1
Filed March 25, 2024
File No. 333-278207
Dear Leo Lu:
            We have conducted a limited review of 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.
Registration Statement on Form F-1 filed March 25, 2024
General
1.Revise the "Summary" section, "Selling Securityholders" section, and elsewhere in
your prospectus as appropriate to:
•Disclose the price that each selling securityholder paid for the securities being
registered for resale;
•Highlight any differences in the current trading price, the prices that the Sponsor,
private placement investors, PIPE investors and other selling securityholders acquired
their shares and warrants, and the price that the public securityholders acquired their
shares and warrants;
•Disclose that while the Sponsor, private placement investors, PIPE investors and
other selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of
return on the securities they purchased due to differences in the purchase prices and

 FirstName LastNameLeo Lu
 Comapany NameBitFuFu Inc.
 April 16, 2024 Page 2
 FirstName LastName
Leo Lu
BitFuFu Inc.
April 16, 2024
Page 2
the current trading price. In this regard, we note your statement to that effect on page
41; and
•Disclose the potential profit the selling securityholders will earn based on the current
trading price.
Cover Page
2.Please revise to disclose the price that the selling securityholders paid for the 207,000
Class A Ordinary Shares issuable upon the exercise of the Unit Purchase Option.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 94
3.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of your common stock. Your discussion should highlight the fact
that Antdelta Investment Limited, FuFu ESOP Limited, Antpool Technologies (BVI)
Limited, and Arisz Investment LLC, collectively beneficial owners of over 84% of your
outstanding shares, will be able to sell all of their shares for so long as the registration
statement of which this prospectus forms a part is available for use.
4.Please disclose whether you entered into any forward purchase or other agreements that
provide certain investors with the right to sell back shares to the Company at a fixed price
for a given period after the Closing Date of the Business Combination. If so, please revise
to discuss the risks that these agreements may pose to other holders if you are required to
buy back the shares of your common stock as described therein. For example, discuss how
such forced purchases would impact the cash you have available for other purposes and to
execute your business strategy.
Liquidity and Capital Resources, page 114
5.We note your disclosure on the top of page 115 that, if your existing cash resources are
insufficient to meet your requirements, you may seek to issue equity or debt securities or
obtain credit facilities. Please expand your discussion to address the effect that this
offering may have on your ability to raise additional capital.
Description of Securities
Unit Purchase Option, page 125
6.Please expand your disclosure to provide the description of the Option Units underlying
the Unit Purchase Option. In this regard, we note your disclosure on page vi that "[e]ach
Option Unit, upon issuance, contains one Class A Ordinary Share, one Warrant and one
right, which upon automatic conversion entitles the holder thereof to receive one-
twentieth (1/20) of one Class A Ordinary Shares."

 FirstName LastNameLeo Lu
 Comapany NameBitFuFu Inc.
 April 16, 2024 Page 3
 FirstName LastName
Leo Lu
BitFuFu Inc.
April 16, 2024
Page 3
            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 David Gessert at 202-551-2326 or Lulu Cheng at 202-551-3811 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Jessica Zhou

CORRESP
1
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BITFUFU INC.

111 North Bridge Road, #15-01

Peninsula Plaza, Singapore 179098

February 2, 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, as amended

    File No. 333-276181

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the registrant BitFuFu Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will
become effective at 4:00 p.m. ET on Tuesday, February 6, 2024, or as soon as practicable thereafter.

    Very truly yours,

    BITFUFU INC.

    /s/ Leo Lu

    Leo Lu

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

    Mitchell Nussbaum

    Andrei Sirabionian

    Wilson Sonsini Goodrich & Rosati

    Dan Ouyang, Esq.

CORRESP
1
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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.

    2

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

3

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

CORRESP
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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.

    2

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

    3

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main 212.407.4000

    Fax 212.407.4990

December 20, 2023

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.

    Registration Statement on Form F-4

    Submitted December 20, 2023

    CIK No. 0001921158

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

Concurrently with the submission of this letter,
BitFuFu Inc. (the “Company”) is publicly filing its registration statement on Form F-4 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

To facilitate the review by the staff (the “Staff”)
of the Commission, we will separately provide the Staff a courtesy copy of the Registration Statement, marked to show changes to the revised
draft registration statement confidentially submitted on November 13, 2023, including a copy marked to show the relevant changes responsive
to the discussion with the Staff on November 30, 2023.

The Company plans to request that the Commission
declare the Registration Statement effective as soon as the Staff completes the review to allow Arisz Acquisition Corp. to promptly call
its shareholder meeting in January 2024 in connection with the transactions described in the Registration Statement. The Company greatly
appreciates the Staff’s continuing assistance and support in meeting this timetable.

*    *    *

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

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main 212.407.4000

    Fax 212.407.4990

December 4, 2023

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.

    Amendment No. 12 to Draft Registration Statement on Form F-4

    Submitted November 13, 2023

    CIK No. 0001921158

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

In response to the discussion with the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) on November
30, 2023, we are writing to provide supplemental information on behalf of BitFuFu Inc. (the “Company”), regarding
the accounting treatment of the self-mining business of Finfront Holding Company (“BitFuFu”) and revised disclosure
in the Company’s Amendment No. 12 to Draft Registration Statement on Form F-4, confidentially submitted to the Commission on November
13, 2023 (the “Draft Registration Statement”).

To facilitate the Staff’s review, we have
separately provided the Staff a courtesy copy of revised disclosure on F-61 and F-62 of the Draft Registration Statement, marked to show
changes to the relevant disclosure. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Draft Registration
Statement.

F-61 and F-62 to Amendment No. 12 to Draft Registration Statement
on Form F-4

RESPONSE: BitFuFu respectfully submits that, the
subsection headed “Cryptocurrency self-mining revenue” on pages on F-61 and F-62 of the Draft Registration Statement will
be revised and replaced in its entirety to read as follows:

“Cryptocurrency
self-mining revenue

The Company has entered into framework agreements,
as amended from time to time, with mining pool operators to perform hash calculations for the mining pools. Each party has the unilateral
right to terminate the contract at any time without any compensation to the other party for such termination. Upon termination, the mining
pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations.
Therefore, the Company has concluded that the duration of the contract is less than 24 hours and that the contract continuously renews
throughout the day. The Company has determined that the mining pool operator’s renewal right is not a material right as the terms,
conditions, and compensation amounts are at then market rates.

The
Company’s enforceable right to compensation only begins once the Company commences performing hash calculations for the mining pool
operators. According to the agreed mining pool payout method, which in the Company’s case is the Full-Pay-Per-Share (“FPPS”)
method, the mining pool operator confirms the amount of Company’s Bitcoins
payout each day at 24:00 UTC in exchange for the hash calculations performed by the Company to the mining pool in the previous 24 hours.
The Bitcoin payout is settled on the following day, on a daily basis. The Company is entitled to compensation regardless of whether the
mining pool operators successfully record a block to the Bitcoin blockchain. Providing services to perform hash calculations for the pool
operators is the only performance obligation in the Company’s arrangements with mining pool operators and is an output of the Company’s
ordinary activities.

The
Company is entitled to a non-cash consideration at an amount that approximates the total Bitcoins that could have been mined using the
hash calculations performed by the Company according to the pool operator’s specification over the previous 24 hours period,
based upon the then current blockchain difficulty. The payout method used by the mining pools in which the Company participated
is the FPPS method. The FPPS reward system contains three components,
(1) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”),
(2) transaction fees generated from (i.e., paid by) blockchain users to execute transactions and distributed (i.e., paid out) to individual
miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool.
The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards
and (b) transaction fees, less (c) mining pool operating fees, as discussed in greater detail below.

(1) “Block rewards” represent
the Company’s share of the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole.
The block reward earned by the Company is calculated by dividing (a) the total amount of hash calculations the Company provides to the
mining pool operator, by (b) the total Bitcoin network’s implied hash calculations (as determined by the Bitcoin network difficulty),
multiplied by (c) the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole. The Company
is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.

(2) “Transaction fees” refer
to the total fees paid by users of the network to execute transactions. Under FPPS, the Company is entitled to a pro-rata share of the
total amount of transaction fees that are actually generated on the Bitcoin network as a whole. The transaction fees paid out by the mining
pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the Bitcoin
network as a whole, by (b) the total amount of block subsidies that are actually generated on the Bitcoin network as a whole, multiplied
by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration
even if a block is not successfully added to the blockchain by the mining pool.

(3) “Mining pool operating fees”
are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The
mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company
has generated mining revenue pursuant to the mining pool operator’s payout calculation.

The non-cash consideration in exchange for the
Company’s performing hash calculations, including block rewards and transaction fees, is variable because the amount of hash calculations
the Company performs in accordance with the pool operator’s specifications
and the amount of transaction fees of the entire blockchain network for the 24 hours period ending at 24:00 UTC are uncertain. The mining
pool operating fees are also variable because they are calculated as a small fraction of the sum of the block rewards and the transaction
fees, in accordance with the agreement with each mining pool operator. The Company is able to estimate the amount of variable consideration
related to the block reward component on the date of contract inception because (a) the total amount of hash calculations
the Company provides to the mining pool operator, (b) the total Bitcoin network’s implied hash calculations and (c) the total amount
of block subsidies that are expected to be generated on the Bitcoin network as a whole are either fixed or can be estimated on the date
of contract inception. However, the Company is not able to have reliable means
to estimate the amount of variable consideration related to transaction fee component on the date of contract inception, because of the
uncertainty of the actual amount of transaction fees of the entire blockchain network for that day. The mining pool operator will confirm
the considerations, including the block rewards, the transaction fees, and the mining pool operating fees at 24:00 UTC each day.

For each contract, the Company measures the non-cash
consideration using the average of daily quoted US$ spot rate of Bitcoin on
the date of contract inception. For each contract, the Company recognizes the non-cash consideration on the same day that control of the
contracted service transfers to the mining pool operator, which is the same day as the contract inception.

The Company would also perform impairment assessment
whenever events or changes in circumstances occur indicating that it is more likely than not that the Bitcoins are impaired. The Company
recognizes an impairment loss at any time the fair value of the digital asset is below its carrying value.

The Company
had no self-mining activities in the period/year ended December 31, 2020 and 2021.”

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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
July 5, 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
Cloud mining solutions , page F-57
1.We note your response to prior comment 2 in your May 16, 2023 response letter where
you reference monthly purchase orders and the cooperation agreement (“agreement”).
Please address the following to clarify our understanding of how the purchase orders and
the agreement operate:
•Explain whether the first purchase order was completed at the inception of the
cooperation agreement.  If not, indicate when the first purchase order was completed.
•Clarify whether the purchase order refers back to the provisions of the agreement.
•Tell us whether there is always a new purchase order each month.  Clarify whether

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you would have to execute a new purchase order each month if there are no changes
to the number of servers required.
2.We note your response to prior comment 2 in your May 16, 2023 response letter states
that that “the supplier may change or substitute the miners on a monthly basis based on its
own business plan.” Please expand upon this statement.  Describe the circumstances, aside
from replacing old miners with new miners, where the supplier would substitute the
miners.  Indicate how often miners are substituted by your supplier. Confirm when a
substitution would occur in the cycle (e.g., end of the month, mid-month, etc.).
3.We note your response to prior comment 5 in your March 31, 2023 response letter and the
cooperation agreement refer to a “list of servers to be rented” that shall be submitted to
you.  Please describe when you receive the first list.  Explain how often you receive a new
list and describe what information is provided to you on the list.
4.Please clarify the rental price terms of Section 1.5 of the cooperation agreement.  That is,
indicate whether rental price changes every month and, if its possible, there is no price
change each month.  Describe how large of a rental price change can occur.  Based on
your experience, please provide a range for the price change.  Please confirm whether you
concluded that payments associated with leases are fixed or variable or a combination of
both.

5.We note in your response to prior comment 5 in your March 31, 2023 letter you state you
have “entered into a long-term hosting service framework agreement with Bitmain and
entrusts Bitmain to host its self-owned and leased mining equipment thereafter, at hosting
facilities sourced by Bitmain”.  Please provide an accounting analysis that addresses
whether this hosting services qualifies as a lease or contains an embedded lease.  Please
ensure that you consider rack space, (e.g., a space on a shelf in a climate-controlled
environment that has a plug to access electricity), as well as your accounting for executory
services like electricity, hardware maintenance, and network connectivity.
            You may contact Ryan Rohn, Senior 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

United States securities and exchange commission logo
June 29, 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
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.  Unless noted otherwise, our references to prior comments refer to comments in our
June 8, 2023 letter.
Amendment No. 10 to Draft Registration Statement on Form F-4
Results of Operations
Year ended December 31, 2021 compared to the 2020 period
Cost of revenues, page 151
1.We note your expanded disclosure of cost of revenues in response to prior comment 3.
Your expanded disclosure is unclear in that you state cost of revenues from cloud-mining
solutions increased significantly from 2020 to 2021 and identify and quantify the factors
for the increase year over year. However, as noted in your disclosure as well as your table
on page 141, cost of revenues from cloud-mining solutions decreased significantly from
US$90,617 in the 2020 period to US$68.1 million in 2021. Please advise or revise.

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Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition
Cloud mining solution, page F-57
2.Please tell us and revise your disclosure to clarify what assets you lease.  For example, we
note in your May 16, 2023 response to prior comment 2 you reference the leasing of
miners.  We also note that in your March 31, 2023 response to prior comment 5 you
reference both mining equipment and servers.  Please clarify if each of these references
are for the same equipment. We also note your accounting policy refers to leasing
computing power, which does not appear to be a depreciable asset, and data center rack
space.
3.Please tell us to what the “long-term hosting agreement” for both self-owned and leased
mining machines entails, including whether it involves a lease.  For example, does the
agreement contain a lease of data center rack space?  See March 31, 2023 response 5.
4.In your ASC 842 lease analysis, your May 16, 2023 response 2 indicates in part,
“Specifically, it states that on a quarterly basis, both parties shall sign a minimum
guarantee commitment for the lease of computing power , which is binding to both
parties.” We note that computing power is not a depreciable asset.  Please clarify what the
nature of this quarterly commitment is and how it relates to or defines the identified asset
you assert you lease.
5.Your accounting policy references “electricity supply, network connectivity, hardware
maintenance, and other necessary infrastructure services from the same or other
suppliers.”  Please tell us whether or not you believe these are lease payments, as that term
is defined in ASC 842, and the reasons why or why not, and revise the policy to clarify
your accounting for such costs.
6.In your response to prior comment 8 in your March 31, 2023 response letter you state that
“the stability requirement is an assurance type of warranty, not a promise to provide a
distinct good or service” and that “The contract stability requirement of BitFuFu provides
a customer with the “assurance” that the related service will function as the parties
intended because it complies with agreed-upon specifications (ASC 606-10-55-30). Such
assurance is not a distinct service”.  Please describe how you are accounting for the
assurance warranty and provide specific, supporting citation to authoritative literature.
For example, your responses appear to assert that the stability requirement does not
represent an option for additional distinct goods and services, but then suggests you
provide additional service rather than credits or refunds to the customer for the failure to
meet the stability requirement;  references assurance warranty accounting requirements
without analyzing their applicability given that the stability requirement appears to relate
to your own performance; and is silent as to whether the stability requirement represents a
form of variable consideration.

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7.In your response to prior comment 9 in your March 31, 2023 response letter you provided
two models as illustrative examples for recognition under ASC 606, step 5. In order to
help us evaluate this response, please clarify both the promises and the payment terms,
including to what “T” refers, specified in the contract.  For example, you state that the
customer contracts for a number of days, but then assert the promise in the contract is each
second of hash rate. Why do you believe this recharacterization of the promise is
appropriate and how does that recharacterization relate to the payment terms (e.g., do you
have an enforceable right to payment if you provide less than a day of the contracted
service stability requirement)? Please also clarify whether your payment term with the
customers is an amount per T and thus will vary at each increment above 95% of 100T.
That is, please indicate whether your fee will increase the greater the stability rate you
achieve.  Alternatively, please tell us whether the fee is fixed as long as the stability rate is
above 95%.
Cryptocurrency self-mining revenue, page F-61
8.In order to help us continue to evaluate your ASC 606, step one analysis, please address
the following:
•You indicate that the promised good or service is a valid proof of work (see March
31, 2023 response 10). Please clarify how many nonces are within a valid proof of
work.  For example, does a single proof of work contain one nonce or a range of
nonces?  If a range, what determines how many nonce attempts are within a single
proof of work?
•Clarify how long it takes to transfer control of a single valid proof of work.
•Expand your March 31, 2023 response 10 contract combination analysis to more fully
address ASC 606-10-25-9c

9.In order to help us continue to evaluate your ASC 606 step three analysis, please address
the following:
•Your December 9, 2022 response 13 indicates that you are not applying the ASC 606
variable consideration constraint, however your disclosure suggests you are.  Please
reconcile for us this apparent inconsistency.
•Your disclosure uses highly probable to describe application of the variable
consideration constraint; however that standard is not compliant with ASC 606-10-
32-11.  Please revise your accounting policy to comply.
•Please clarify whether the three mining pools in which you participate - AntPool,
Foundry and Poolin -  use the FPPS payout mechanism.
•Identify the inputs for the payout mechanism used by the mining pools in which you
participate, identifying whether the input is from the company.  For inputs that are
not from the company, clarify for us why they trigger the application of the constraint
in ASC 606-10-32-11.
10.Please propose revised accounting policy disclosure that addresses the following:
•Consider whether the reference to performance obligation in the first paragraph

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should be removed.  We note this paragraph is describing the facts of the legal
contract, whereas the term “performance obligation” is an accounting concept
addressed later in the accounting policy disclosure.
•Consider the need to  revise the third paragraph and its reference to highly probable
to be compliant with ASC 606-10-32-11.
•Consider the need to revise the fourth paragraph reference to “hash rate” to reflect
your assertion that the promised good or service is a valid proof of work (see March
31, 2023 response 10).
•There are multiple qualifiers in the fourth paragraph (e.g., “upon the verification,”
“on a daily basis,” and “within the same day once verified by all parties”).  Consider
the need to revise it to more clearly articulate when Bitcoin is settled.  Also, clarify to
whom “all parties” refers.
•Revise the fifth paragraph to clarify the meaning of the phrase “when earned” and
reconcile this paragraph to the second paragraph.
•Revise the sixth paragraph to state, if true, the company recognizes impairment
whenever fair value of bitcoin is below its carrying value.  We note that both the first
sentences reference to “…on a daily basis, on the following day…” and “If there is
indicator of impairment…” make it unclear whether the company recognizes
impairment whenever the fair value of bitcoin is below its carrying value.
            You may contact Ryan Rohn, Senior 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

United States securities and exchange commission logo
June 8, 2023
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 9 to Draft Registration Statement on Form F-4
Submitted May 17, 2023
CIK No. 0001921158
Dear Leo Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless we note otherwise, our references to prior comments are to comments in our
April 21, 2023 letter.
Amendment No. 9 to Draft Registration Statement on Form F-4
Cover Page
1.Please revise to prominently disclose your relationship and reliance on Bitmain in your
ongoing business operations, including:
•that you rely on Bitmain for the substantial majority of your hosting and supply
agreements, including the datacenters used for housing the mining hardware;
•that the agreements with Bitmain contain governing law provisions identifying Hong
Kong as the forum for disputes;
•that due to your reliance on Bitmain, they may indirectly have significant influence
over the operations and financial condition of the company;

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•that Bitmain is based in China, not a public reporting company, and their financial
condition may not be available to Bitfufu investors or the Company;
•that Bitmain's interests may not be aligned with the interests of the Bitfufu's
shareholders.
Results of Operations
Year ended December 31, 2022 compared to year ended December 31, 2021
Revenues, page 149
2.We note the significant increase in your revenue from 2021 to 2022. Expand your
disclosures to identify and quantify the significant factors for the increase in revenue year
over year. For example, for your cloud-mining solutions, separately quantify the increase
in revenue from existing customers and new customers. Further, you currently disclose the
number of bitcoins obtained during the year from your self-mining operations. Given the
fluctuations of bitcoin price through the year, this disclosure by itself does not appear to
provide a complete analysis of the increase in revenue. Further, we note your disclosure
on page 140 that you are entitled to compensation regardless of whether the pool operator
successfully records a block to the Bitcoin blockchain. As such, consider disclosing the
amount of revenue recognized related to work without receiving bitcoin. Refer to Item
303(b)(2) of Regulation S-K.
Cost of revenues, page 149
3.Expand your disclosure of cost of revenues from cloud-mining solutions to identify and
quantify the significant factors that increased cost of revenue year over year. Refer to Item
303(b)(2) of Regulation S-K.
Gross profit , page 150
4.Your disclosure indicates that the growth in gross profit margin in 2022 of your cloud
mining solutions was due primarily due to the decrease in monthly purchase price of hash
rate in 2022 while revenue recognized was in part associated with sales orders submitted
in late 2021 or early 2022. In light of this disclosure, clarify whether you expect this gross
profit margin to remain at current levels or the trend will decrease in line with the decline
of Bitcoin price. Refer to Item 303(b)(2)(ii) of Regulation S-K.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Cloud mining solutions, page F-56
5.We continue to evaluate your responses to prior comments 2 and 3 and may have further
comments.

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Cryptocurrency self-mining revenue, page F-59
6.We continue to evaluate your response to prior comments 5 and 6 and may have further
comments regarding your self-mining revenue recognition policy.
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
April 21, 2023
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 8 to Draft Registration Statement on Form F-4
Submitted March 31, 2023
CIK No. 0001921158
Dear Leo Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless we note otherwise, our references to prior comments are to comments in our
March 10, 2023 letter.
Amendment No. 8 to Draft Registration Statement on Form F-4
Bitfufu's Relationship with Bitmain, page 130
1.We note your disclosure that "BitFuFu can obtain 300 MW hosting capacity as well as
stable, competitive power and hosting fee arrangements in mining hosting facilities across
the world."  Please revise to quantify the terms of your power arrangements including the
average cost of electricity and any known trends related to the cost of  electricity and
other operating costs in your different geographic locations.  In addition, revise your
disclosure to discuss the termination provisions of your service and hosting agreement
with Bitmain as well as the choice of law provisions for each of your material agreements.
Note 2. Summary of Significant Accounting Polices

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n) Revenue recognition
Cloud mining solutions, page F-54
2.We continue to evaluate your responses to prior comment 5 and 6 and have the following
comment.  In order to have a complete analysis, tell us whether the lease arrangement
includes an option to renew or extend the lease.  In this regard, tell us how you considered
at commencement of the lease whether you were reasonably certain you would exercise
the option to extend the lease term.  See the FASB Glossary definition of a "Lease Term".
Also, see Example 1 Short-Term Leases in ASC 842-20-55-14 to 55-16.  Please advise.
Additionally, tell us whether the supplier can change or substitute the miners on a monthly
or quarterly basis.  In this regard, we note that your response to prior comment 10 in your
December 9, 2022 letter states "BitFuFu treats such arrangement as a short-term lease
with the lease term being one month because the underlying miners and their quantity may
be different month to month".
3.Please note that we continue to evaluate your responses to prior comments 8 and 9 and
may have further comments.
4.We note that in prior comment no 5 you state that "Since December 2021, BitFuFu has
entered into a long-term hosting service framework agreement with Bitmain".  You also
state "Before that, BitFuFu had rented computer servers from a supplier".  Please clarify
whether this change resulted in a change in your accounting for miners as a lease.  In
addition, please revise your "miner fleet" disclosure on page 138 to indicate whether it
includes the leased miners and miners that are owned and used in your self mining
operations.  Consider adding disclosure to clarify how you are obtaining computing power
sold in your cloud-mining solution offering.  That is, we note that the "Company acts as a
principal who procures the right to utilize computing power of mining equipment from
suppliers".  Confirm whether you are also utilizing your owned miners to provide any of
this computing power.  Since the cloud-mining solutions is the largest revenue stream,
please consider expanding this disclosure to add a metric for this offering and to describe
how you utilize computing power from suppliers.
Cryptocurrency self-mining revenue, page F-58
5.We continue to evaluate your response to prior comment 10 and have the following
comment.  You state that "using the average price of Bitcoin in a day to calculate the daily
revenue obtained from the mining pool is a reasonable approach, which will not have a
material difference from the revenue calculated based on the price of bitcoin at each
contract inception time".  Please support this assertion and how you considered intraday
volatility.  Also, tell us how you know the amount revenue that would be recognized
based on the price of bitcoin at each contract inception time.  That is, explain how you are
calculating this revenue amount.
6.We note that in response to prior comment 10 you state that "For a single miner, although
it appears to be operating continuously, it actually works to solve discrete work tasks one

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after another. The work tasks are distributed by the mining pool, and the miner uses its
own computing power (i.e., hash rate) to try to find solutions that meet the task
requirements and submit proof-of-work to the mining pool".  Tell us whether you believe
that the revenue recognized from solving each discrete work task and submitting the
proof-of-work should be recognized over time or at a point in time.  We refer you to ASC
606-10-25-27 and 25-30.  Please advise.
General
7.We note your response to prior comment 15.  We further note your disclosure that
"BitFuFu relies on Bitmain in the provision of its hosting services."  To the extent true,
please revise where appropriate, to include in your summary risk factors and risk factor
disclosure to clarify that Bitmain is the sole provider for your hosting locations and for
sourcing additional hosting locations as well as for your ASIC miner supply. If Bitmain is
not the sole provider, please provide prominent disclosure in the summary and risk factors
quantifying the level of reliance Bitfufu has on Bitmain as well as which locations are
owned or controlled by Bitmain.
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
March 10, 2023
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 7 to Draft Registration Statement on Form F-4
Submitted February 10, 2023
CIK No. 0001921158
Dear Leo Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless otherwise noted, our references to prior comments refer to comments in our
February 1, 2023 letter.
Amendment No. 7 to Draft Registration Statement on Form F-4
Business Model, page 122
1.We note your response to prior comment 10.  Please revise to discuss any known trends
related to your breakeven analysis as of the most recent practicable date.  As a non-
exclusive example, clarify whether your cost of revenue and mining inputs have
materially increased or decreased and provide a discussion of the Bitcoin price
volatility since June 30, 2022.

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Suppliers, page 124
2.We note your disclosure that you have entered into supply agreements with ASIC
manufacturers, as well as your disclosure that you have purchased mining equipment from
Bitmain.  Please revise to provide the material terms of those agreements and file the
related agreements as exhibits.  Refer to Item 601(b)(10) of Regulation S-K for guidance.
Related Party Transaction Policy, page 129
3.We note your response to prior comment 9.  Please revise to clarify whether interested
directors on Finfront's board of directors are involved in reviewing of transactions with
their affiliates, and the policy the company has with regards to potential conflicts of
interest in that regard.
Consolidated Statements of Cash Flow , page F-29
4.We have evaluated your December 9, 2022 response 3 and reiterate our request for a more
fulsome accounting analysis of the requirements of ASC 230, with specific citation to the
relevant guidance, for each type of cash flow stemming from your crypto asset
transactions.  In this regard, we are unable discern from your response whether you
believe specific ASC 230 guidance applies and, for the various cash flows you cite, why
you believe they have aspects of more than one class of cash flows such that you believe
ASC 230-10-45-22 applies.  In your response, more fully describe the cash inflows and
outflows; describe for each type of cash flow related to digital assets whether the cash
inflows and related outflows are presented within the same activity or different activities;
and more fully explain by reference to ASC 230 your basis for two of the cash flows you
identify in response 3 for looking to the source of the digital asset to determine the type of
cash flow activity.

Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Polices
(n) Revenue recognition
Cloud mining solutions, page F-34
5.Please expand your response 10 dated December 9, 2022 to provide a more fulsome and
robust response to our request as to whether your right to utilize the computing power of
mining equipment owned by its suppliers is or contains a lease under ASC 842 and the
reasons why or why not.  Your response should cite to the terms of the agreement in
Exhibit 10.13 which you referenced in your response and specific citation to ASC 842.
As part of your reply, please more fully describe the meaning and import of paragraphs
2.6, 2.7, 2.8, 2.9, 3.1.1 and 3.1.2 in that agreement as well as the use of the phrase
“quantity of computing power actually used in the previous month” in paragraph 4.1.2 in
relation to the requirements of ASC 842.

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6.We note that the Company asserts it controls hash rate before it is transferred to the
Company’s customer. As a follow-up to the preceding comment, clarify for us what gives
the Company the ability to exercise control of the hash rate before it is transferred to the
Company’s customer.
7.Tell us whether you have a contract with the mining pools to which you connect hash rate
at the direction of your customers.  If you do, describe the significant rights and
obligations and provide your accounting analysis for them.
8.In order to help us evaluate your ASC 606, step 2 analysis:
•Provide your accounting analysis of the contract stability requirement with specific
citation to ASC 606.  For example, does the stability requirement serve to define the
promise or is it a warranty?  In this regard, we note the example in your September
2022 response that “if a customer purchase a “90 days 100T Cloud Mining Service,”
… , BitFuFu shall continuously provide 100T/second hash rate…”.  However, your
December 2022 response indicates that you promise to provide no less than 95% of
the declared amount of Purchased Hashrate in the customer’s order during the agreed
service period.
•Using the example from your September 2022 response, clarify what the “agreed
Service Period” in the customer order represents and provide citation to your
customer contract to support your response.  For example, does the “agreed Service
Period” serve to define the time period in which you must provide the purchased hash
rate (e.g., the 90 day period commencing on the date of the order) or to define the
amount of purchased hashed rate meeting the stability requirement you must provide,
but not the time period in which you must provide it?
•Your accounting policy disclosure on page F-34 related to “Identifying the
Performance Obligation” (i.e., ASC 606 step 2) indicates that “there is a single
performance obligation, such that each promise is not distinct and instead is required
to be combined into a single performance obligation” (i.e. ASC 606, step 2).  Please
clarify for us to what the reference “each promise” refers and provide further analysis
with citation to ASC 606 supporting your single performance obligation conclusion.
 In your reply, clarify for us how your statement in “Contracts with Customers”
accounting policy disclosure that indicates “Service period is measured in a minimum
time interval of one second.” (i.e., ASC 606, step 1) relates to the promises you
identified.
9.In order to help us evaluate your ASC 606 step 5 accounting analysis, which you state is
based on “actual time provided,” more fully describe for us how you measure progress
toward complete satisfaction of your performance obligation and how you determine the
transaction price to which such progress is applied.  Provide illustrative examples that
include the service period specified in the customer order, the “unit price of cloud mining
service fees” including specifying the “unit” to which the fee is linked, and the pricing
information conveyed to the customer in response to their order.

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Cryptocurrency self-mining revenue, page F-38
10.We reissue our request that you provide a comprehensive analysis of ASC 606, step 1.
For example, our request specifically asked for your analysis of ASC 606-10-25-4.  We do
not believe your assertion in response 13 dated December 9, 2022 that “BitFuFu believes
it is appropriate to treat contract conception time at UTC 00:00:00 and ending time at
UTC 24:00:00 every day to reflect the economic substance of its self-mining operation” is
responsive to that request because it does not identify the duration of the contract (that is,
the contractual period) in which the parties to the contract have present enforceable rights
and obligations or provide supporting analysis. Further that response also asserts that your
contract to provide computing power to pool operators is not cancelable at any time by
either party without paying compensation. However, we are unable to reconcile your
assertion to various paragraphs of the representative contract you cited in your response
including, as illustrative and not all inclusive examples, the introductory paragraphs and
paragraphs 1.7 and 5.1.  If more than one contract exists, please provide your analysis of
the contract combination guidance in ASC 606-10-25-9 and how you evaluated the
renewals in ASC 606, step 2.
11.Your response 13 dated December 9, 2022 appears to indicate in its discussion of ASC
606 Step 3 that the variable consideration constraint does not apply, but your disclosure
appears to indicate you are applying it.  See e.g., the response 13 statement, “BitFuFu
respectfully submits that, although the expected Bitcoin payout is non-cash variable
consideration, it is probable that a significant reversal in the amount of cumulative
revenue recognized over the daily contract period will not occur under ASC 606-10-32-11
and -12.” Please reconcile the inconsistency.
Note 3. Digital Assets of the Group, page F-41
12.We note your response to prior comment 18. In your response, you indicate that if a
company which has USDT balance is a verified user of Tether, that company then has a
contractual right to receive cash or another financial instrument from Tether, and in that
case, the USDT balance held by that company shall be accounted for as a financial asset.
Please clarify why you believe USDT would provide you with a contractual right to cash
if you are a verified user and how you considered Tether’s right to redeem Tether Tokens
by in-kind redemptions of securities and other assets held in the reserves in reaching that
conclusion.  Similarly, please clarify why you believe the company’s status as a verified
user impacts the accounting for USDT you hold.  In your reply, please clarify whether you
believe verified user status is an attribute of USDT or an attribute of the holder.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Note 3. Digital Assets of the Group, page F-64
13.Please revise Note 3 – Digital Assets of the Group to provide the same disclosures that
were included in the annual financial statement footnotes. The footnote should show the

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activity within the Digital Assets accounts during the interim period.  In addition, the
footnote should include cash flow activity that reconciles to the Statement of Cash Flows.
14.We continue to review your response as noted in prior comment 22 and may have further
comments.
General
15.Please revise to provide disclosure summarizing the extent of your or your subsidiaries'
relationship with Bitmain Technologies Limited ("Bitmain").  As part of your disclosure,
be sure to include a discussion of:

•The aggregate consideration paid, or to be paid, to Bitmain for the acquisition of
ASIC miners and under the Service Framework Agreement, and whether they are
exclusive agreements;
•The number and geographic locations of data centers owned or controlled by Bitmain
that the company intends to utilize for hosting ASIC miners;
•The percentage of costs attributed to agreements with Bitmain;
•Whether you are dependent on Bitmain for its hosting operations and ASIC miner
supply; and
•The maximum potential beneficial ownership that Bitmain will own or have the right
to acquire post-business combination.
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Acting Legal Branch Chief, at (202) 551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
February 1, 2023
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 6 to Draft Registration Statement on Form F-4
Submitted December 9, 2022
CIK No. 0001921158
Dear Leo Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless we note otherwise, our references to prior comments are to comments in our
November 10, 2022 letter.
Amendment No. 6 to Draft Registration Statement on Form F-4
Stock Purchase Agreements, page 22
1.Revise to disclose the price at which Aqua purchased the 260,000 shares of Arisz common
stock from the Sponsor.
Risk Factors, page 36
2.Provide risk factor disclosure of any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.  In this

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regard, we note your disclosure that BitFuFu had deposited US dollar funds and Bitcoins
at an approximate value of $10.2 million in its account at FTX, and that BitFuFu has been
unable to recover these funds and digital assets.
3.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations. As a non-exclusive example, we
note your disclosure that "BitFuFu had access to approximately 341.2 MW in hosting
capacity at 18 mining facilities in the United States and Canada as of October 31, 2022."
We further note that recent legislation in New York and Manitoba, Canada has restricted
certain crypto mining activities.  To the extent material, please revise to discuss any
geographic concentration of your mining facilities and the impact recent legislation has
had on your Bitcoin mining operations.
4.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.
5.Describe any material financing, liquidity, or other risks you face related to the impact
that the current crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by others
as collateral.
6. To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk of loss of customer demand for your products and services, including as it
relates to your cloud mining service and the sale of mining hardware.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
BitFuFu's failure to safeguard and manage its digital assets, or digital assets temporarily held for
its customers could adversely impact..., page 57
7.Revise your discussion here to more comprehensively address the material risks related to
safeguarding your, your affiliates’, or your customers’ crypto assets.  Describe with
specificity the material risks to your business and financial condition that could occur if
your policies and procedures regarding the safeguarding of crypto assets are not effective.
Additionally, discuss the risks associated with your reliance on third party service
providers to safeguard customers' digital assets.

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Information About BitFuFu, page 116
8.To the extent material, discuss how recent bankruptcies in the crypto asset market,
including FTX, and the downstream effects of those bankruptcies have impacted or may
impact your business, financial condition, customers, and counterparties, either directly or
indirectly.  Clarify whether you have material assets that may not be recovered due to the
bankruptcies or may otherwise be lost or misappropriated.  In that regard, we note your
disclosure that you deposited the equivalent of $10.2 million in funds in US dollars and
Bitcoin at FTX.
9.We note your response to prior comment 17 indicating that you do not expect to hold
customer crypto assets after December 2022, but that some customer balances are being
maintained with Coinbase and Cobo wallets.  Please revise to describe any policies and
procedures that are in place to prevent self-dealing and other potential conflicts of interest.
 Describe any policies and procedures you have regarding the commingling of assets,
including customer assets, your assets, and those of affiliates or others.  In that regard,
provide comprehensive disclosure regarding such policies as they relate to your related
party loans, cost of revenue to related parties, and other related party transactions,
including with Bitmain, Computing Inactive Beijing Technology Ltd, and Mr. Liang Lu.
Finally, identify what material changes, if any, have been made to your processes in light
of the current crypto asset market disruption.
Business Model, page 118
10.Please revise your disclosure to provide a quantitative breakeven analysis for your self-
mining and cloud mining operations comparing the cost to earn/mine Bitcoin with value
of Bitcoin.  In addition, include a discussion of any known trends related to your Bitcoin
mining profitability and the impact it has had on your revenue and growth prospects.
Suppliers, page 121
11.Expand your disclosure to discuss how you acquire electricity to supply the services that
you resell. In this regard, clarify if you lock in supply rates or if you are subject to
monthly or similar price adjustments. Further expand your risk factor on page 39 to
disclose, if true, that electricity rates could increase faster than you are able to pass along
these increases to your customers.
Digital Assets, page 122
12.Disclose in this section that you have been unable to recover funds and digital assets
deposited with FTX and discuss the potential financial impact of FTX's bankruptcy
proceeding on your business.  Additionally, identify any other counterparties, customers,
or custodians in the crypto asset markets that you have exposure to.
13.We note your disclosure that some of your customers' crypto assets are held in custodial
wallets with Coinbase and Cobo.  Please revise to clarify who holds the private keys to

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those custodial wallets, and clarify whether your customers would have any recourse in
the event that either Coinbase or Cobo become insolvent.  Finally, disclose whether any
customer funds are insured against theft or loss.
14.Describe any gaps your board or management have identified with respect to risk
management processes and policies in light of current crypto asset market conditions as
well as any changes they have made to address those gaps.
BitFuFu's Management Discussion and Analysis of Financial Condition and Results of
Operations, page 131
15.To the extent material, explain whether any of you or your customers' crypto assets serve
as collateral for any loan, margin, rehypothecation, or other similar activities to which you
or your affiliates are a party.  If so, identify and quantify the crypto assets used in these
financing arrangements and disclose the nature of your relationship for loans with parties
other than third-parties.  State whether there are any encumbrances on the collateral.
 Discuss whether the current crypto asset market disruption has affected the value of the
underlying collateral.
Security Ownership of Certain Beneficial Owners and Management, page 184
16.We note your disclosure on page 117 that you "received commitments for further
investments from Bitmain and AntPool in January 2022."  Please revise to provide the
material terms of those commitments including whether Bitmain or Antpool have, or
will have, a right to acquire 5% or more beneficial ownership of the Company.
Consolidated Statements of Cash Flows , page F-29
17.We continue to evaluate your response to prior comment 3 and may have further
comments.
(n) Revenue Recognition , page F-34
18.We continue to evaluate your responses to prior comments 8 through 12 and may have
further comments.
19.We continue to evaluate your response to prior comment 13 and may have further
comments.
Note 3. Digital Assets of the Group , page F-41
20.We continue to evaluate your response to prior comment 17 and may have further
comments.
21.We continue to evaluate your response to prior comment 18 and may have further
comments.

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22.We continue to review your response to prior comment 19 and may have further
comments.  Please consider recent guidance on accounting for crypto lending activities.
Exhibits and Financial Statement Schedules, page II-1
23.Please revise to file your collaboration agreement with Bitmain as an exhibit.
General
24.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Acting Legal Branch Chief, at (202) 551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
November 10, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 5 to Draft Registration Statement on Form F-4
Submitted September 28, 2022
CIK No. 0001921158
Dear Leo Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless we note otherwise, our references to prior comments are to comments in our
September 13, 2022 letter.
Amendment No. 5 to DRS on Form F-4 submitted September 28, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
126
1.Expand and clarify your disclosure to clearly explain the nature of your business. In this
regard, it does not clearly appear from your disclosure that you are a reseller of services.
Specifically, as mentioned in your response to prior comment 7, you rent computer power
from suppliers. In addition, as noted in your response to prior comment 10, you do not
own any hosting facilities, but rather, arrange the hosting services via a third-party hosting
facility. Further, as noted on your balance sheet, you do not own mining equipment. Given
these factors, it does not appear that you sell your own products or services, but rather

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resell other entities products and/or services.  Your business model should be clearly
described as it applies to each of your revenue streams.
Key Components of Results of Operations, page 128
2.Please consider revising to separately present each of the components that
comprise Miners Related Services revenues and cost of revenues.  For example, separately
presenting the sourcing services revenues and cost might be relevant to an
investors' understanding of your business as this service is performed as an agent
and margins contribution will be different than that of the other components included in
this line item.
Consolidated Statements of Cash Flow, page F-39
3.In order to further evaluate your response to prior comment 3, please clarify whether the
proceeds from the sale of crypto assets in exchange for fiat currency is being presented in
your Statements of Cash Flows as an operating or investing activity.  Please provide
an analysis with citations to accounting literature  that supports your presentation.
4.Please revise your table included in Note 3 - Digital Assets of the Group as it still includes
the purchase of digital assets as an operating activity in the reconciliation between net
income and the movement of digital assets of the Group as presented in the Statement of
Cash Flows.
Note 2 - Summary of Significant Accounting Policies, page F-41
5.Disclose the nature of your relationship with Bitmain. See ASC 850-10-50.  For example,
we note the following disclosures in your filing:
•On page 100, you identify a strategic relationship with Bitmain.
•Bitmain is one of three investors in the PIPE subscription agreement as disclosed on
page 101.
•As disclosed on page 102, you are the only cloud-mining strategic partner of Bitmain
to date, you are an S-client of Bitmain and you entered into a 10-year mining hosting
agreement with Bitmain.
•You disclose on page 102 that you are highly dependent on a small number of mining
equipment suppliers including Bitmain. Further, on page 112 you disclose that you
are able to secure a stable supply of advanced Antminer S19 miners from your
strategic collaboration with Bitmain. Please clarify if your $79.6 million prepayment
to suppliers is to Bitmain. If true, disclose this supplier concentration. Refer to ASC
275-10-50-18.a.
Provide us with your analysis as to whether Bitmain and its affiliates should be disclosed
as a related party. Refer to ASC 850. If you conclude Bitmain is a related party, separately
disclose transaction amounts with Bitmain or its affiliates on the face of the balance sheet
and statement of comprehensive income pursuant to Rule 5-02 and Rule 5-03 of
Regulation S-X, respectively.

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(g) Digital Assets of the Group, page F-42
6.We note your response to prior comment 3 and your revised disclosure that "When an
identical digital asset is bought and sold at a price below the Group’s current carrying
value, this will often serve as an indicator that impairment is more likely than not".  Please
confirm that your policy complies with ASC 350-30-35-19 that requires an impairment at
any time the fair value of the digital asset is below its carrying value.  Please advise or
revise.
(n) Revenue recognition, page F-44
7.We note the following statement on page F-44, “If a customer pays consideration or the
Group has a right to an amount of consideration that is unconditional, before the Group
transfers a good or service to the customer, the Group presents the contract liability when
the payment is made, or a receivable is recorded (whichever is earlier).”  Please clarify
how you have an unconditional right to payment when you have a contract liability.
8.Please revise your accounting policy disclosure to more accurately and consistently
describe the promises in your contract, the ASC 606 performance obligation, the
consideration specified in your contracts, and the ASC 606 transaction price described in
response to prior comment 4.  For example, your response to prior comment 4 appears to:
•State either party can terminate at any time.  Your disclosure does not appear to state
this and neither your response nor your disclosure indicates whether termination
triggers a penalty.
•State that your contracts with your customers explicitly state the amount of hash rate
you will provide, the service period, and the unit price of service. Your disclosure
does not appear to state this.
•State that your customer contracts include more than one promised good or service
and describes them and, that the customer has contracted for a combined output for a
specified period of time. In contrast, your disclosure appears to describe a number of
inputs (e.g., hash rate, value-added services, infrastructure, and connectivity) and
then states the combined output is one of those inputs (i.e., hash rate). More fully
articulate and identify the promised good and services (which are not distinct) that are
inputs to the combined output. More clearly articulate the combined output or outputs
for which the customer has contracted (i.e., the performance obligation). See ASC
606-10-25-21(a).
•Describe the consideration specified in the contract in “Step 3 (1)” of your response,
indicating it is a fixed amount.  Your disclosure does not appear to state this.
•Describes the forms of settlement in “Step 3 (4). Your disclosure does not appear to
state this.
9.Please more fully respond to prior comment 6 as to whether cloud mining services and
cloud hosting services are provided to the same customers.  If they are, please analyze for
us whether under ASC 606 they are required to be combined. See ASC 606-10-25-9.

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10.In response to prior comment 7, you indicate that the Company procures the right to
utilize the computing power of mining equipment owned by its suppliers.  Please more
fully describe this right, including whether the right includes a lease under ASC 842.  We
note your response states in part that the “… supplier would provide certain designated
miners that together would provide such quantity of computing power.”  Also, your
description of inventory risk states in part “… while the Company is controlling the
mining equipment, …”
11.In response to prior comment 7 you refer to  “ … other parties involved in the delivery of
hash rate to the Company’s customer, including the mining equipment suppliers and other
infrastructure services suppliers,…” Please clarify what you mean by this phrase, identify
the other parties, and describe their role in providing the combined output for which your
customer contracted.
12.Please clarify what “amount of time provided” in response to prior comment 8 means and
its relationship to hash rate provided.  Explain why it is an appropriate output given your
statement in your response to prior comment 4 that each contract explicitly states the
amount of hash rate you will provide and the service period.
13.In order to help us further evaluate responses to prior comments 12 and 13, please provide
an accounting analysis for each ASC 606 step supporting your accounting policy for self-
mining.  Include in your analysis, but do not limit it to; the points below and provide
proposed revisions to your financial statement accounting policy disclosure responsive to
them.
•As it relates to ASC 606 step 1, clarify the basis for your determination of contract
inception and your consideration of ASC 606-10-25-4.  Reconcile your analysis to
the statements in your disclosure that the Group’s enforceable right to compensation
only begins when it provides hash rate to the mining pool operator and the obligation
of the mining pool to make payments begins when pool participants contribute hash
rate to the mining pool.
•Tell us how you determine contract duration including whether the contract can be
terminated by either party at any time without penalty.  Please explain how you
determined that your contracts have a 24-hour term if either party can terminate the
contract at any time without penalty.  Address whether you have the right under your
contract with the pool operator to decide at what point in time and for what duration
you will provide computing power, including whether you can start and stop
providing computing power during a day.  Tell us if you can choose to provide
computing power anytime during a day or whether you are required to start providing
it at UTC 0:00:00.  Describe your evaluation of contract inception and contract
duration considered your rights, if any, to determine when to commence and cease
providing computing power at will.
•As it relates to ASC 606 step 2, clarify what your performance obligations are and
how you determined them, including identifying your promises and your evaluation
of ASC 606-10-25-14 and -15.

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•As it relates to ASC 606, step 3, clarify whether all consideration is variable and your
analysis of ASC 606-10-32-11 and -12, identifying which parts of the FPPS formula
create uncertainty.   For example, does uncertainty exist in the (i) actual amount of
hash rate contributed to the mining pool or (ii) the unit mining output. Also, clarify to
what the phrase “the hash rate submitted to the mining pool” means in the statement
in your response, “The actual amount of hash rate contributed by the pool participant
is affected by other factors and its effective rate of hash rate, which is calculated as
the percentage of hash rate accepted by the mining pool out of the hash rate submitted
to the mining pool.”  For example, is it referring to the hash rate submitted by the
Company or the hash rate submitted by other pool participants unrelated to the
Company.
Hosting services, page F-45
14.Please ensure that statements in your response to prior comment 10 are included in your
disclosures.  For example, statements included in response 10(B)(3) are not in your
disclosure such as your description of variable consideration earned.  Lastly, please clarify
your statement that "The selling equipment and hosting service are two distinct business
lines covered by separate agreements and independent with each other, and are therefore
analyzed separately".   Please analyze for us whether under ASC 606 they are required to
be combined. See ASC 606-10-25-9.
(o) Cost of revenues, page F-47
15.Please revise your cost of revenue accounting policy to clarify how you account for hash
rate you purchase from suppliers.  Consider whether such arrangements include a lease of
an identified asset. In this regard, your response to prior comment 7 references that the
"supplier would provide certain designated miners" and "suppliers or hosting facility
cannot replace them unless due to issues such as malfunction".  We note your Major
Supplier disclosures on page 117 and 118.  Ensure that you disclose your commitments to
purchase from the supplier (see your response to prior comment 7(2)).  Also, tell us and
consider the need to modify your Business section to clarify what the Company does with
purchased hash rate for which the Company does not have customer subscriptions.

Note 3. Digital Assets, page F-49
16.We note in your responses to prior comments 9 and 15 that you recognize and present an a
safeguarding asset and liability and a safeguarding asset on the balance sheet related to
those safeguard digital assets and corresponding obligation in accordance with SAB 121
you custody.  However, your disclosures suggests that you do control the crypto-assets
you custody but also references that you are applying SAB 121 to account for the
safeguarding of the crypto-assets.  Please address the following related to your disclosure
about the application of SAB 121:
•Revise the titles of the SAB 121-related line items on your balance sheet to be clear

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that the line items relate to a safeguarding liability and safeguarding asset.  Your
current titling suggests that you recognized the digital assets you custody in your
balance sheet.
•Revise the first sentence of Note 4 to clarify the balance represents your safeguarding
liability and corresponding safeguarding asset for the digital assets temporarily held
by the Group on behalf of customers in the Group’s platform.
•Revise Note 4 to clarify that your safeguarding liability and safeguarding asset are
measured at fair value each reporting period and remove phrases such as “based on
fair value” and “same value.”

17.As a follow-up to the preceding comment and in order to help us understand your SAB
121 conclusion, please provide an accounting analysis that supports your conclusion that
you do not have control of the digital assets in your custody.  In your analysis, address the
material rights and obligations of your customers and you for holding the digital assets in
wallets.  In your reply, please clarify whether you have the right to pledge, rehypothecate,
transfer, or otherwise use the digital assets you hold in custody.
18.In order to help us further evaluate your response to prior comment 18, please more
clearly articulate your contractual rights as a verified customer and evaluate them in the
context of the definitions of financial asset and intangible asset.  Please clarify your
statement in response to prior comment no. 18(4) that "Even becoming a verified
customer, as declared by Tether, there is still uncertainty about what assets can

United States securities and exchange commission logo
September 13, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted August 23, 2022
CIK No. 0001921158
Dear Mr. Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless otherwise noted, our references to prior comments refer to comments in our
August 17, 2022 letter.
Draft Registration Statement Form F-4 submitted on August 23, 2022
Consolidated Statements of Cash Flows, page F-39
1.We note that your response to prior comment 3 does not include an accounting analysis
supported by provisions of ASC 230.  Please provide this analysis as we consider your
response.
2.We note your response to prior comment 4 and have the following comment.  Tell us
whether any portion of the cash payments made to your suppliers were for equipment or
other productive assets to be used in your self-mining operations.  If so, tell us how your
presentation complies with ASC 230-10-45-13(c).

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Page 2
FINFRONT HOLDING COMPANY - Consolidated Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(g) Digital assets, page F-42
3.Your accounting policy of evaluating impairment quarterly does not comply with ASC
350-30-35-18 requirement that you test an intangible asset that is not subject to
amortization for impairment annually and more frequently if events or changes in
circumstances indicate that it is more likely than not that the asset is impaired. Further,
your response suggests that your policy also does not comply with ASC 350-30-35-19,
which  indicates that if the carrying amount of an intangible asset exceeds its fair value, an
entity shall recognize an impairment loss in an amount equal to that excess.  Please tell us
if our understanding is incorrect or revise your accounting policy to comply with
referenced guidance.
(m) Revenue recognition
Cloud mining solution, page F-44
4.We have reviewed your responses to the recognition of revenue from your cloud mining
solutions. Please provide us a comprehensive accounting analysis that addresses each of
the five steps in ASC 606 that supports your policy for your recognition of revenue from
the cloud mining solutions. Please include in your analysis a description  of the material
rights and obligations of you and your customers; and clarify what “term of the order”
means.  Please also provide us with a copy of a representative agreement.
5.As it relates to ASC 606 step 2, please include in your analysis, but do not limit it to, a
comprehensive list and description of  the goods and services in the arrangement you
promised to provide (see e.g., your disclosure on page F-44 stating you sell a one-stop
cloud-mining solution that includes hash rate, value-added services, infrastructure, and
connectivity and the statement on your website that, “We offer a complete cloud mining
solution that includes the "Purchase - Transport - Hosting - Maintenance" of the
devices.”); the nature of the output for each promised good or service (e.g., hash rate,
time, etc.), including whether you promise to deliver a total hash rate and, if so, explain
how total hash rate is determined and support for your conclusion that each promise is not
distinct and instead is required to be combined into a single performance obligation.
6.As a follow-up to the preceding comment, please also clarify whether you provide cloud
mining and hosting services either within the same contract or in separate contracts to the
same customer, and if so, the accounting analysis supporting your conclusion that both
cloud mining and hosting services represent a single performance obligation.
7.You state on page F-44 that, “the Group purchases and takes control of hash rate
generated by mining equipment under its control and sub-divides, repackages and resells
hash rate to its customers by transferring control of the sub-divided hash rate.” Explain to
us how you obtain such control and then transfer such control. Describe the evidence that
the customer controls the hash rate in light of the prior sentence that the Company controls

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the hash rate generated by the mining equipment.  Further, please provide supporting
accounting analysis for the purchase and resell of hash rate using the gross method. Your
response should address how you determined that you are the principal instead of the
agent.  We refer you to ASC 606-10-55-36 to 55-40.  That is, explain how you control the
computer power rented from your suppliers each month. Clarify whether you have control
over a specific mining equipment owned by a supplier and hosted at their facility or have
control over computing power over a period of time. Indicate whether the hosting facility
can use any miner to provide you with the computing power rented.  Lastly, since your
customers have direct contractual rights and obligations with the mining pool operator and
control the computing power, explain how you also control the computer power.
8.As it relates to ASC 606 step 5, please include in your analysis, but do not limit it to,  an
explanation as to why the actual time provided as compared to time ordered over the
contract term is being utilized to measure progress and how your use of time is an
appropriate measure of your progress toward complete satisfaction of a performance
obligation.  We refer you to ASC 606-10-25-33.
9.In your response to comment 7 of our July 20, 2022 letter, you cite to disclosure on page
F-52 and page 118, that indicates BitFuFu temporarily holds mining rewards of customers
on their behalf if such customers do not have their own digital asset wallets.  You
represent that the digital assets held on customers’ behalf are recorded as “digital assets
held on behalf of customers” and “customer deposits of digital assets” on BitFuFu’s
Balance Sheet and corresponding notes of its financial statements.  Please provide your
accounting analysis, with citation to authoritative guidance and the material terms of your
customer and mining pool contracts, supporting that such assets are required to be
recognized by BitFuFu.  Please also explain to us how you considered this in determining
to that the mining pool operator is not your customer in these instances.
Selling of mining equipment, page F-45
10.We have reviewed your responses to the recognition of revenue from the sale of mining
equipment.  Please provide us a comprehensive accounting analysis that addresses each of
the five steps in ASC 606 that supports your policy for recognizing revenue from the sale
of mining equipment and hosting services.  Please include in your analysis, but do not
limit it to, a description of the material rights and obligations of you and your customers; a
list of goods and services in the arrangements you promised to provide; the analysis
supporting your conclusion that the sale of the mining machine is a single performance
obligation while the hosting services is a series of distinct services that are substantially
the same and have the same pattern of transfer to the customer; and the analysis
supporting whether you are a principal or agent in arranging the hosting services via a
third-party hosting facility.  Clarify whether the supplier will ship the miner purchased by
your customers directly to their hosting facility.  Lastly, tell us whether you share in the
payout earned by your customers from providing your hosting services.

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Leo Lu
Bitfufu Inc.
September 13, 2022
Page 4
11.We note that in your response to comment 15 of our June 14, 2022 letter you state that
“After paying the hosting service fee and/or other relevant fees, the customers received all
the mining rewards generated by the equipment they bought. Even if the equipment is in
BitFuFu’s possession during the hosting period, the risk and cost related to the equipment
is also borne by the customers”. We also note your statement, “In BitFuFu’s limited
history, it has yet to experience the situation where the customer has need to reclaim
possession of the equipment.”  Please explain to us why a customer would chose to
purchase mining equipment and hosting services instead of purchasing the cloud mining
solutions; how the customer is exposed to risk and cost of the equipment; how BitFuFu
has possession of the mining equipment during the hosting period and the nature of its
possessory rights; and whether the mining equipment are placed in a hosting facility that
you own or in a suppliers’ hosting facility.

Cryptocurrency self-mining revenue, page F-46
12.We note your response to prior comment 8 and note your statement that "Once the number
of noncash considerations (i.e. Bitcoins), is fixed upon the confirmation from mining pool
operator, the fair value of the noncash consideration shall be measured using the quoted
price of bitcoins at 8:00am GMT+8 of the date when they are earned and confirmed by
mining pool".  It appears that you are using the fair value upon confirmation and thus
avoiding reporting any changes in the form of payment in the transaction price (i.e.,
revenue) since the date of contract inception. Please clarify if you are using the
confirmation date to measure fair value due to the noncash consideration varying for
reasons other than the form of the consideration. Tell us if our understanding of your
policy is correct. Provide an accounting analysis that addresses why you do not record the
Bitcoin based on the fair value at contract inception upon confirmation from the mining
pool operator and then exclude from revenue any changes in fair value in the form of
consideration occurring subsequent to contract inception.  That is, clarify how your policy
complies with ASC 606-10-32-21.  Any changes in fair value subsequent to contract
inception date that "are due to the form of the consideration are not included in the
transaction price" and, thus, reported outside of revenue from customers (e.g., reported as
impairments).  Refer to ASC 606-10-32-23.  In addition, your disclosure on page F-46
states that "Group is entitled to compensation regardless of whether the pool operator
successfully records a block to the bitcoin blockchain".  Please reconcile this disclosure to
your statement in this response letter that "the effective rate of the hash rate connecting to
mining pools" effects the Bitcoins you earn.  That is, clarify why the "effective rate of the
hash rate" impacts your pay out when you earn compensation regardless of the outcome.
13.In your response to prior comment 10 you state that you are "entitled to receive digital
assets from the mining pool operator" which is "subjected to the confirmation of mining
pool operator each day".  Please clarify what your rights are if the mining pool operator
fails or miscalculates amount of digital assets you earned.  Tell us whether the
Aladdin software program also provides confirmation.  In addition, please clarify your

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Bitfufu Inc.
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statement that "The obligation of mining pool to make payments to pool participant based
on agreed upon payout method begins when pool participants contribute hash rate to the
mining pool".  That is, tell us whether a "new" contract starts after a Bitcoin has been
mined or after an unsuccessful attempt during the day.  Also, indicate whether a payout is
due or earned in the event that you a leave a pool or suspend mining operations during the
day.  As it relates to ASC 606 step 1, include an accounting analysis, but do not limit it to,
how you determined the period over which the parties have enforceable rights and
obligations.
3. DIGITAL ASSETS, page F-49
14.Your disclosure on page F-49 indicates that there was no impairment of digital assets for
the period from December 2, 2020 (inception) to December 31, 2020 and for the year
ended December 31, 2021. Please explain how you concluded that there was no
impairment of digital assets during those periods.
15.Please support your accounting policy of recognizing as an asset crypto assets  you hold in
custody on behalf of your customers.  Please provide your supporting accounting analysis
citing authoritative literature. If the crypto assets are not required by U.S. GAAP to be
recognized as your assets, provide your analysis of the applicability of  SAB 121.
16.In your response to comment 7 of our June 14, 2022 letter you stated that you do not
believe USDT or other stablecoin is a financial asset or receivable. Please tell us and
consider the need to disclose to what “other stablecoins” refers. If you or your agent owns
or custodies other stablecoins, provide us your comprehensive accounting analysis for
those stablecoins.  In that analysis, outline the material rights and obligations of a holder
of the stablecoin you are evaluating.

17.Please reconcile for us the apparent conflict in the following statements: “Holding a unit
of a USDT typically does not give the holder a contractual right to receive cash or another
financial asset from a second entity, not does the USDT come into existence because of a
contractual relationship.” [response to comment 17 of our June 14, 2022 letter] and “The
right to have USDT redeemed or issued is a contractual right personal to the verified
customer.”
18.In order to help us further evaluate your accounting for the USDT you hold, please clarify
what you mean when you state that USDT may be redeemed by either “in-kind
redemptions of securities” or “other assets held in the reserves” and how that informed
your accounting analysis. Similarly, more fully articulate whether, and if so how, the need
to be a “verified customer” impacted your accounting analysis.  In your reply, explain
whether you are a “verified customer” and, if not, indicate the steps precedent to
becoming a “verified customer”  and whether such steps are perfunctory.

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 September 13, 2022 Page 6
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Bitfufu Inc.
September 13, 2022
Page 6
19.Please clarify why you believe a receivable should be recorded for the loaned USDT as
stated in your response to prior comment 12. Tell us why you believe a receivable should
be recorded when you state that "Holding a unit of a USDT typically does not give the
holder a contractual right to receive cash or another financial asset from a second entity,
not does the USDT come into existence because of a contractual relationship.” [See your
response to comment 17 of our June 14, 2022 letter]  In addition, tell us how you
considered whether you relinquished control of the USDT since the USDT must be
returned to you. Also, describe how you considered whether the receivable contains an
embedded derivative. Refer to ASC 815-15-25-1(a).  Please prov

United States securities and exchange commission logo
August 17, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 3 to Draft Registration Statement on Form F-4
Submitted July 28, 2022
CIK No. 0001921158
Dear Mr. Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Unless we note otherwise, our references to prior comments are to comments in our
July 20, 2022 letter.
Amendment No. 3 to DRS on Form F-4 submitted July 28, 2022
Cover Page
1.You disclose here and elsewhere that the aggregate stock consideration will consist of
15,000,000 Class A ordinary shares and 135,000,000 Class B ordinary shares.  On page
144 and elsewhere, you disclose that the aggregate stock consideration for the business
combination will be 7,500,000 Class A ordinary shares and 142,500,000 Class B ordinary
shares.  Please revise to reconcile these apparent discrepancies or advise.

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 August 17, 2022 Page 2
 FirstName LastName
Leo Lu
Bitfufu Inc.
August 17, 2022
Page 2
Security Ownership of Certain Beneficial Owners and Management, page 169
2.We note that following the business combination you will have two classes of voting
securities, Class A ordinary shares with one vote per share and Class B ordinary shares
with five votes per share.  Please revise your post-business combination beneficial
ownership table disclosures to separately present the beneficial ownership of each class of
voting securities and also include a column to reflect each beneficial owner's total voting
power.
Consolidated Statements of Cash Flows , page F-39
3.We note that you are presenting the purchase of digital assets as an operating activity.
Please provide your accounting analysis that supports your presentation.
4.Please clarify whether the activity presented for "Prepayment to suppliers" and "Contract
liabilities" are based on uses or sources of cash.  That is, confirm that the activity reported
is based on cash activity.
(g) Digital assets, page F-42
5.We continue to evaluate your response to prior comment 6 and may have further
comments.
Cloud Solution, page F-44
6.We continue to evaluate your response to prior comment no. 7 and may have further
comments.
Selling of mining equipment, page F-45
7.We note your response to prior comment 11 and continue to evaluate your analysis.
Cryptocurrency self-mining revenue, page F-46
8.Please clarify when you are recognizing revenue. Your disclosure states that revenue is
measured based on the fair value of the coins mined and that the fair value is determined
using the quoted price of coins at 8:00am GMT+8 of the date when they are mined. Tell
us how you comply with ASC 606-10-32-21 to 32-24. That is, please tell us how you
comply with recognizing the estimated fair value of the non-cash consideration at contract
inception.
9.Please clarify the nature of your performance obligation in the Company’s contracts with
mining pool operators.  Please clarify whether you satisfy your performance obligation
over time or at a point in time. Please provide your analysis of how you considered ASC
606-10-25-24.

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 August 17, 2022 Page 3
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Bitfufu Inc.
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Page 3
10.Please clarify for what period each party to your contract has enforceable rights and
obligations and the basis for your conclusion. In your reply, please clarify whether your
right or the pool operator’s right to terminate the contract governing your participation in
the pool is conditional.
Note 3. Digital Assets, page F-49
11.We continue to evaluate your response to prior comment 12 and may have further
comments.
12.We note that you have loaned USDT to a third party.  Please provide us with an
accounting analysis with citations to authoritative literature supporting your accounting
treatment.
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
July 20, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted July 1, 2022
CIK No. 0001921158
Dear Mr. Lu:
            We have reviewed your amended draft registration statement and have the following
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. Unless we note otherwise, our references to prior comments are to comments in our
June 14, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
Financial Projections, page 106
1.Your current financial projections assume an average Bitcoin price at $45,000 during
2022. You further state that pricing and revenue generated from each of your revenue
streams in 2021 are largely affected by the price of Bitcoin. Given the current price of
Bitcoin is significantly lower than this assumed price, tell us how you considered revising
your financial projections to include a lower price than the forecasted price (e.g.,
sensitivity analysis).

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 July 20, 2022 Page 2
 FirstName LastName
Leo Lu
Bitfufu Inc.
July 20, 2022
Page 2
Business
Cloud-mining Services, page 118
2.Disclosure revised in response to prior comment 4 identified Chainup Pte. Ltd. as the
customer that accounted for 30% of Bitfufu's 2021 revenue.  While your response to
comment 10 of our letter dated May 4, 2022 indicated that you have a standard service
agreement with this customer, please revise to summarize the material terms of this
service agreement, including the term of the agreement, any minimum purchase
commitments and termination provisions.
Employees, page 122
3.You state here that you have 30 full-time employees who are primarily located in
Singapore.  Please tell us whether any employees are located in China or Hong Kong, and
if so, quantify the number of employees located in these countries.
Compliance Infrastructure, page 122
4.We note your response to prior comment 6.  Please revise to clarify whether your
verification process requires users to provide government issued photo identification to
verify identity.  In addition, more clearly discuss your identity verification procedures.
For example, explain in greater detail how your designated employees cross reference or
otherwise verify the information provided by customers.
Enforceability of Civil Liabilities Under U.S. Securities Laws, page 214
5.Your response to comment 29 of our letter dated May 4, 2022 states that following the
business combination one independent director of Bitfufu is expected to reside in
mainland China.  Please revise this section and the risk factor on page 80 to specifically
note that one independent director of Bitfufu is expected to reside in mainland China and
discuss the difficulty of bringing actions and enforcing judgments against an individual
who resides in mainland China.
Note 2. Summary of Significant Accounting Policies
(g) Digital Assets, page F-42
6.We note your expanded disclosure in response to prior comment 12 states that you
perform an analysis each quarter to indicate whether that it is more likely than not that
your digital assets are impaired. Please explain why you do not perform this analysis more
frequently. Refer to ASC 350-30-35-18 and 35-18B. In this regard, please explain why
you do not write down digital assets to fair value whenever there are observable
transactions in which an identical asset is bought and/or sold at less than its carrying
amount thereby monitoring within reporting periods.

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 Comapany NameBitfufu Inc.
 July 20, 2022 Page 3
 FirstName LastName
Leo Lu
Bitfufu Inc.
July 20, 2022
Page 3
(l) Revenue recognition
Cloud mining solutions, page F-43
7.We note your response to prior comment 13 and continue to evaluate your analysis. Please
tell us whether the mining pools that the customers can select from is restricted or limited.
Tell us whether the customer has recourse against you if the mining pool operator fails to
perform as contracted.  Confirm that the mined digital asset is never in your possession or
control even if only momentarily. Tell us whether all customers are required to prepay for
your services. In addition, we note that you participate in mining pools for your self-
mining business.  Please tell us and revise to disclose how you are recognizing this
revenue.  Describe the payment mechanism you have with the mining pool operator.
Clarify the type of digital asset that is being mined (e.g., Bitcoin). Tell us and disclose the
amount of revenue recognized from self-mining.
8.Please tell us whether there is a separate fee or charge for electricity that your customers
pay to you.  If so, please tell us and disclose how you are accounting for that service.
9.Please revise your disclosures to explain how you measure revenue that is recognized over
time.  We refer you to ASC 606-10-25-31 to 25-37.
Leasing of mining equipment, page F-44
10.We have reviewed your response to prior comment 16.  Please provide a detailed analysis
that explains how you determine the lease classification for the equipment.  We refer you
to ASC 842-30-25.  In this regard, we note that you receive an upfront payment and
recognize the revenue straight-line over the term while only presenting a minimal amount
of lease equipment.  Please advise or revise.  In addition, provide the disclosures required
by ASC 842-20-50.
Selling of mining equipment, page F-44
11.We note your response to prior comment 15 and continue to evaluate your analysis.
Note 3. Digital Assets, page F-47
12.We have reviewed your response to prior comment 17. Please provide us with a more
detailed analysis that supports your conclusion that your stablecoins, or USDT are crypto
assets.  That is, clarify how USDTs are designed to maintain a stable value relative to the
US Dollar when there is no contractual right to cash.  Please describe the contractual
rights for the USDT including limits on redemptions in cash.

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 July 20, 2022 Page 4
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Leo Lu
Bitfufu Inc.
July 20, 2022
Page 4
13.Please tell us why the sales receipts amounts in the reconciliation table do not agree to the
Revenue recognized in digital assets payment as presented on your statements of cash
flows nor to the amount of revenue recognized.  Please reconcile these three amounts and
revise your disclosures if necessary.  Also, tell us why the cryptocurrencies increases or
decreases as a result of converting from or to fiat currencies are not presented within your
statements of cash flow.
Note 11. REVENUE BY CATEGORIES
2) Revenue by jurisdictions, page F-51
14.We note your expanded table to show revenue by jurisdictions in response to prior
comment 19. Disclose the basis for attributing revenues from external customers to
individual countries. Refer to ASC 280-10-50-41.a.
General
15.We note your response to comment 29 of our letter dated May 4, 2022.  Specifically, this
response states that Bitfufu does not currently provide service to customers located in
mainland China and that upon the completion of the business combination, Bitfufu does
not expect to generate revenue from mainland China or Hong Kong.  Disclosure added
to page F-51 indicates that Bitfufu generated 17% and 12% of its revenue for the fiscal
year ended December 31, 2021 from mainland China and Hong Kong, respectively.
Please revise Bitfufu's MD&A to clarify that you no longer expect to generate revenue
from either of these countries and discuss the impact this is expected to have on the
company.
16.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate.  Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 July 20, 2022 Page 5
 FirstName LastName
Leo Lu
Bitfufu Inc.
July 20, 2022
Page 5
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
June 14, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted May 23, 2022
CIK No. 0001921158
Dear Mr. Lu:
            We have reviewed your amended draft registration statement and have the following
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.  Our references to prior comments refer to comments in our May 4, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted May 23, 2022
Cover Page
1.We note your response to prior comment 1.  Please revise your cover page to also disclose
that you will be a "controlled company" following the business combination and provide a
cross-reference to a longer discussion of "controlled company" status.
Certain Projected Information of BitFuFu, page 106
2.We note in your response to prior comment 7, you indicate that you have begun to ramp
up your own self-mining operations in the beginning of 2022. Please explain where this
new business stands. That is, tell us how much revenue has been generated to date and if
you are or plan to join the same mining pools as your customers.

 FirstName LastNameLeo Lu
 Comapany NameBitfufu Inc.
 June 14, 2022 Page 2
 FirstName LastNameLeo Lu
Bitfufu Inc.
June 14, 2022
Page 2
3.We note your response to prior comment 13.  Please revise to clarify whether management
considers ARR a key operating metric or if there are any additional key performance
indicators, such as new customers, pricing strategies, or mining efficiencies that
management utilizes in evaluating the business.  To the extent management does not
utilize such metrics, please revise this section to provide a discussion regarding why they
are included and clarify that management does not view these measures as key operating
metrics.
Information about BitFuFu, page 113
4.We note your response to prior comment 10.  Please revise to disclose the identity of the
customer that accounted for 30% of your revenue for the fiscal year ended December 31,
2021.
Supply Agreements with BitFuFu's Largest Supplier in 2021, page 118
5.We note your response to prior comment 11 and re-issue this comment in part.  In this
regard, please revise to disclose the identity of this supplier.
Compliance Infrastructure, page 119
6.We note your response to prior comment 8 and that you require certain authentication
information as part of your know-your-customer policy.  Please revise to clarify whether
the authentication includes identity verification.
Digital Assets, page 119
7.We note your response to prior comment 9.  We further note your disclosure that "Bitcoin
and USDT are the only digital assets that accounted for more than 1.0% of BitFuFu’s total
digital assets as of December 31, 2021."  Please revise to clarify the amount of USDT and
Bitcoin, respectively, held both for the company and on behalf of customers.
Facilities, page 122
8.We note your response to prior comment 12.  Please revise to clarify any specific state
regulatory requirements applicable to the company for each of the geographic locations in
which you operate.  To the extent there are no such requirements, please state this.
Consolidated Balance Sheets, page F-36
9.We note your expanded disclosure in response to prior comment 14 on page 135 that you
have cash deposited at FTX, a cryptocurrency exchange. Please clarify if this balance
contains any of your customers' cash. If true, separately present this amount on the face of
your balance sheet.
10.Your response to prior comment 25 indicates that some of your customers designate your
Coinbase account to receive their mining rewards in the form of Bitcoins on their behalf.

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On the face of your balance sheet, please separately present digital currencies and those
digital currencies held on behalf of your customers.
Notes to the Consolidated Financial Statements, page F-40
11.Your response to prior comment 21 indicates that there were no equity awards issued to
directors during the period from August 1, 2021 to December 31, 2021, and subsequently
up to the date of this response letter. Please confirm that there were equity awards issued
to any employees during this time.
Note 2. Summary of Significant Accounting Policies
(g) Digital Currencies, page F-42
12.We note your response to prior comment 22.   You state "In the event that the quoted price
at the measurement date of the financial statements is materially less than the carrying
value in the Company’s accounts, management will recognize an impairment loss for the
difference between the carrying value and the actively quoted price found from Binance".
Please clarify how this policy complies with accounting convention to ASC 350-30-35-
19.  Explain why impairment is only measured at the date of the financial statements.
Indicate how you identify the carrying value when testing for impairment.
(l) Revenue recognition
Cloud mining solutions, page F-43
13.Your response to prior comment 24 notes that for the customers who purchase cloud
mining solution services, the customers exercise control over the hash rate they bought
from the Company. Please provide a more detailed description of this hash rate
arrangement, including the respective roles of the company and the customers and the
terms of your actual agreements with customers.  Please disclose whether you use a
standard agreement with customers or if agreements are individually negotiated with each
customer. If the latter, please provide an explanation of the terms that may differ among
customers.  Indicate whether the mining pool operator enters into an agreement with you
or directly with each of your customers.  Tell us whether the mining pool operator is your
customer.  In addition, describe the payout method selected in your engagement with a
mining pool operator.
14.We note your response to prior comment 25 that your customers have the ability to pay by
crypto assets when purchasing cloud mining solutions. Please disclose your accounting
policy for these types of transactions. Clarify how you have concluded that the recipient of
your good or service is a customer in consideration of ASC 606 or ASC 610-20. Your
disclosure should also disclose how the crypto asset received in exchange for the good or
service is initially measured at its contract inception date fair value. Disclose the amount
of revenue recognized from the receipt of crypto assets for the periods presented. In your
cash flow statement on page F-39, please explain why you do not show a line item for
revenue recognized on acceptance of cryptocurrencies within adjustments to reconcile net

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(loss) income to net cash provided by operating activities, as you did not receive cash for
payment. Refer to ASC 230-10-45-28.
Selling Machines, page F-44
15.We note your response to prior comment 24 related to the mining equipment utilized by
customers where you provide the cloud mining and hosting solutions. Your response
states that customers who purchase mining equipment from the Company typically also
purchase hosting services from the Company for such purchased mining equipment.
 Please further explain how the customer has the ability to direct the use of the purchased
mining machine while in your possession. Clarify the enforceable rights and obligations
under your hosting service arrangements, and provide us with a representative contract
with your customers. Confirm that the hash rate provided to a customer is derived from
the specific mining equipment purchased.  In addition, indicate whether you have an
explicit or implicit repurchase right or obligation since you sell the mining machines on
behalf of your customers.  Tell us if customers ever take physical possession of the mining
machines and remove them from your data centers for their own use or disposition.
Describe the nature of the logistic cost and whether it is economical for a customer to take
possession of a mining machine.  Also explain how and when consideration for the
arrangement is transferred. Provide us with your comprehensive accounting analysis of
how you determine if the customer obtains control of the mining machine. Refer to ASC
606-10-25-30. Tell us how often a purchased mining equipment is sold to a customer
without hosting services.
Leasing of mining equipment, page F-45
16.We note that you recognize revenue for leasing of mining equipment.  Please clarify how
the lease customer obtains control of an identified asset.  Please tell us how the lease
arrangement is within the scope of ASC 842-10-15.  Indicate whether the customers takes
possession of the leased asset and uses on their own or a third party mining sites.  If the
leased asset is used in your cloud or hosting solution, explain how the customers is able to
obtain the computer power for that specific leased asset.
Note 3. Digital Currencies, page F-47
17.We note you currently have USDT as part of your digital currencies balance. Please
address the following items:
•Provide a risk factor disclosure related to stablecoins, or USDT. For example,
identify the risk associated with redemption of the token for the underlying asset.
•Please describe in greater detail the reasons why you hold or may hold stablecoins, or
USDT, and your policies and procedures with respect to holding or acquiring
stablecoins.
•Provide us with the facts and circumstances that you considered to determine the
accounting for your holding of USDT, a stablecoin. That is, provide us with your
analysis if this stablecoin meets the definition of a financial asset, security, or

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receivable.
•Disclose your accounting policy for USDT, or stablecoins.
18.Provide a reconciliation of the various changes in your digital currencies balance from the
beginning of the period to the end of the period for the periods provided.
Note 11. Revenue By Products or Services , page F-50
19.We note your response to prior comment 27. Expand your disclosure to provide revenues
from external customers attributed to your country of domicile and attributed to any
individual foreign country that are material. Further, disclose long-lived assets located in
your country of domicile and separately located in individual foreign countries that are
material. Refer to ASC 280-10-50-41.
Note 12. Loss on Disposal of Subsidiary, page F-50
20.We note your expanded footnote disclosure in response to prior comment 19. Please
explain in greater detail how you determined to record a loss on disposal of this
subsidiary. In this regard, you initially state that you sold this subsidiary to a third party,
but further disclose that you transferred this business to your subsidiary domiciled in
Singapore. Your response also states that prior to and immediately after the disposition of
the entity, you continued to market and deliver uninterrupted services and products to
your clientele. Clarify why you refer to your subsidiary in Singapore as a third party and if
this subsidiary is consolidated in your financial statements.
General
21.We note your response to prior comment 30.  Please revise  to clarify whether
the company’s officers and directors have any fiduciary or contractual obligations to other
entities as well as any interest in, or affiliation with, the target company.
            You may contact Ryan Rohn, Senior 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 Matthew Derby, Staff
Attorney, at (202) 551-3334 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian

United States securities and exchange commission logo
May 4, 2022
Leo Lu
Chief Executive Officer
Bitfufu Inc.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Re:Bitfufu Inc.
Draft Registration Statement on Form F-4
Submitted April 6, 2022
CIK No. 0001921158
Dear Mr. Lu:
            We have reviewed your draft registration statement and have the following 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.
Draft Registration Statement on Form F-4 submitted April 6, 2022
Cover Page
1.Please revise to describe your dual-class structure and disclose the percentage of
total voting power your management will have after completion of the offering.
PIPE Subscription Agreements, page 19
2.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the
business combination.  Disclose if the SPAC’s sponsors, directors, officers or their
affiliates will participate in the private placement.

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Post-Business Combination Structure and Impact on the Public Float, page 19
3.Please revise your corporate chart to indicate the ownership, economic and voting
interests held by each entity.
Risk Factors, page 33
4.Please revise to clarify whether you accept any crypto asset, including stablecoins, as
payment for services.  If so, please clarify whether you intend to hold crypto assets
acquired as payment for services for investment or whether you intend to convert them
into fiat currency after receipt, including disclosure of how and when you decide to
convert a crypto asset into fiat currency and other related policies.  Additionally, if so,
please clarify how you hold these crypto assets (such as whether you use the same
custodian as you use for mined crypto assets) and add risk factor disclosure relating to
accepting crypto assets as payment and the relevant risks.  Additionally, please address the
above considerations for any crypto assets you acquire through mining.
5.It appears that the directors and officers of the post-business combination company will be
located outside of the United States.  Please add a risk factor discussing related risks, such
as the increased difficult in effecting service of process on individuals located outside of
the United States.
BitFuFu faces uncertainties relating to whether cloud mining operations and a particular digital
asset will be deemed as "security"..., page 55
6.Please describe in detail your internal processes for how you determine, or will
determine as you expand your business, whether particular crypto assets you mine or
otherwise acquire (whether as payment or through direct purchases) are securities within
the meaning of the U.S. federal securities laws, and clarify that such processes are risk
based assessments and are not a legal standard or binding on regulators or courts.  Also,
include a risk factor addressing the risks associated with your process for making such an
assessment, as well as the uncertainty and consequences of making an incorrect
assessment or a regulator disagreeing with your assessment.
Certain Projected Information of BitFuFu, page 102
7.We note your disclosure in footnote 2 that explains that you projected revenue for the year
ended December 31, 2022 based on an average bitcoin price. In consideration of your
current revenue streams disclosed on page F-49, in that in the year ended December 31,
2021, you generated the majority of your revenue through the sale of clouding mining
solutions, followed by selling of mining equipment, leasing of mining equipment,
sourcing commission for mining equipment, and hosting services, please explain why
your projected revenue for 2022 is not based on your current revenue streams.  Clarify
why the revenue projections for revenue earned from managing third-party machines are
based on the projected average price of bitcoin.

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Information about Bitfufu, page 109
8.Please revise to provide a discussion of the onboarding and enrollment process undertaken
by your cloud mining customers to use your product.  In addition, revise your disclosure
to discuss your internal policies or procedures for conducting due diligence for anti-
money laundering and/or know-your-customer requirements on the users of your cloud
mining services.
9.We note that the majority of your operations relate to mining Bitcoin.  Please revise to
clarify whether the company mines or otherwise acquires other crypto assets or offers
cloud mining services for any crypto assets other than Bitcoin, and if so, name these other
crypto assets and tell us the amount of each crypto asset that you currently hold.
10.We note that your top 10 customers represented a majority of your revenue.  Additionally,
we note on page F-50 that two customers accounted for more than 10% of your revenue
for the fiscal year ended December 31, 2021.   Please revise your Information about
BitFuFu section to discuss this customer concentration.  With respect to the customer that
accounted for 30% of your revenue for the fiscal year ended December 31, 2021, please
identify this customer and disclose the material terms of your material agreements with
this customer.  Lastly, please file your material agreements with this customer.  See Item
601(b)(10)(ii)(B) of Regulation S-K.
Suppliers, page 113
11.Disclosure on page F-50 indicates that a single supplier had an 82% concentration. Please
revise your Suppliers disclosure on page 113 to identify this supplier and discuss the
material terms of your material agreements with this supplier, such as minimum purchase
commitments, the term of the agreement and termination provisions.  Additionally, file
this agreement as an exhibit.  See Item 601(b)(10)(ii)(B) of Regulation S-K.
Facilities, page 115
12.Please revise your disclosure to discuss the geographic locations of your mining facilities
and any state specific regulatory requirements in those areas.
Bitfufu's Management Discussion and Analysis of Financial Condition and Results of Operations
Major Factors Affecting BitFuFu's Results of Operations, page 120
13.Please revise to provide a discussion of any key performance metrics utilized by
management in evaluating the business, including any known trends, and quantify those
metrics for the periods presented.  As a non-exclusive examples, we note your disclosure
that "BitFuFu’s 2022 December ARR is calculated as December 2022 revenue x 12,
assuming a constant bitcoin price of $45,000" and that "BitFuFu’s ability to maintain its
existing customers and attract new customers is determined by a number of factors,
including its pricing strategies, mining efficiencies, customer services and brand
recognition."

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Liquidity and Capital Resources, page 128
14.We note you are incorporated in the Cayman Islands, headquartered in Singapore, and
your facilities are in the United States, Canada, and Indonesia. Revise to disclose, by
respective denominations, the amount of cash located in Singapore and subject to
restrictions, and cash located outside of Singapore.
Conflicts of Interest, page 157
15.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Security Ownership of Certain Beneficial Owners and Management, page 166
16.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders, page 173
17.We note that it is intended that the Domestication qualify as a Reorganization for U.S.
federal income tax purposes.  Please include a tax opinion from counsel for this and the
other material federal tax consequences.  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.
Jurisdiction and Arbitration, page 201
18.We note your disclosure that the arbitration provisions of the deposit agreement "do not
preclude [ADS holders] from pursuing any claim, including any claim under the Securities
Act or the Exchange Act in the United States District Court for the Southern District of
New York or such state courts if the United States District Court for the Southern District
of New York lacks subject matter jurisdiction".  Please ensure, if true, that the deposit
agreement clearly states that the arbitration provisions do not apply to claims under the
Securities Act or the Exchange Act.  In addition, please clarify whether in any case where
the depositary exercises its right to arbitrate, arbitration of the relevant dispute is
mandatory.  Finally, file the deposit agreement as an exhibit.

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Finfront Holding Company
Consolidated Statements of Comprehensive (Loss) Income, page F-37
19.We note you currently present Loss on disposal of subsidiary as a non-operating expense.
Please clarify if you have determined this transaction to be a discontinued operation. Refer
to ASC 205-20. Otherwise, present this amount within operating expenses. Refer to ASC
420-10-45-3. Provide footnote disclosure to explain this subsidiary disposal. Refer to ASC
420-10-50.
20.Please clarify the nature of the exchange gain line item.  Be advised that gains or
losses attributable to the sale of intangible assets (i.e., bitcoin) should be presented in
operating (loss)/profit.  We refer you to ASC 610-20-45-1.  Please revise.
Notes to the Consolidated Financial Statements, page F-40
21.Please clarify if you have issued any equity awards starting on August 1, 2021 and leading
up to your filing. If true, provide us with a breakdown of all equity awards, including the
fair value of the underlying common stock used to value such awards as determined by
your board of directors. To the extent there were any significant fluctuations in the fair
values from period-to-period, please describe for us the factors that contributed to these
fluctuations, including any intervening events within the Company or changes in your
valuation assumptions or methodology. Compare the most recent valuations for options
granted to the fair value of the shares of commons stock as determined by the exchange
ratio in the merger agreement.
Note 2. Summary of Significant Accounting Policies
(g) Digital currencies, page F-42
22.Please clarify how you determine the carrying value of intangible asset and the fair value
when performing the impairment test.  We refer you to ASC 350-30-35-19.
(l) Revenue recognition
Selling of mining equipment, page F-44
23.Clarify your disclosure to indicate if or when you recognize revenue from the sale of
mining equipment as a principal or agent. In this regard, we note your disclosure on page
122 that for the sale of mining equipment, you first purchase the equipment from your
suppliers and then sell them to customers and recognize sales revenue accordingly. Clarify
why you believe you have inventory risk as you do not present an inventory balance.
Indicate whether you receive customer orders before you receive or order the equipment
from the suppliers.  You further state that you act as an agent for facilitating the sales of
purchase of the mining equipment. Provide us with your analysis that you considered to
recognize revenue as a principal versus agent. Refer to ASC 606-10-55-36 through 55-37.
Disclose the amount of commission recognized for acting as an agent.

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24.Please tell us whether all or some of the mining equipment you sell or lease are being
utilized by customers where you provide the cloud mining and hosting solutions.  Tell us
how the customer is able to control their equipment while employed in your solutions.
Explain how they control and direct the benefits of owning the mining equipment.  We
refer you to ASC 606-10-25-30.  Further, tell us whether you have an explicit or implicit
repurchase obligation for the mining equipment.  We refer you to ASC 606-10-25-26, 55-
66 and 55-67. Clarify how a customer will take possession and dispose of the
asset. Describe your obligation to dispose of the mining equipment.
25.Please clarify whether payments for your solutions and sale of mining equipment is in the
form of cash or crypto assets.  In addition, please clarify your statement that "The Bitcoin
currencies held by the Company are primarily the mining rewards to be distributed to
customers as presented in Note 9".   Explain why you receive the Bitcoin before they are
distributed to your customers.  In this regard, tell us whether you operate or participate in
a mining pool.   Indicate whether you retain some of the Bitcoin when you distribute to
your customers.
Note 5. Prepayments to Suppliers, page F-47
26.We note your Prepayments for digital mining equipment balance represents 65% of your
total assets at December 31, 2021. Given the significance of this balance, provide
disclosure to explain this balance. For example, clarify if this prepayment is to a few
vendors or several vendors and when you anticipate receiving this equipment.
Note 11. Revenue By Products or Services, page F-49
27.Tell us your considerations to provide additional categories of disaggregation of revenue.
For example, by geographic region and timing of transfer of goods or services. Refer to
ASC 606-10-55-89 through 55-91.
Note 13. Major Customers and Suppliers, page F-50
28.Expand your disclosures to clarify the percentages for customer concentration and
supplier concentration. Also disclose significant customer concentrations in your accounts
receivable balance as of December 31, 2021. Refer to ASC 275-10-50-16.
General
29.Disclosure on page F-41 and elsewhere indicates that Finfront has operating subsidiaries
in Hong Kong.  Disclosures concerning the company's officers and directors after the
business combination appear to indicate that these individuals may be located in China or
Hong Kong.  Please provide a detailed response explaining the post-business combination
company's operations in or other connections to China or Hong Kong, including
clarification of whether the company has or will have any business operations in China or
Hong Kong, whether the company generates any revenue from customers in China or
Hong Kong, whether the company has any assets in China or Hong Kong and whether any

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