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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).
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
July        NameBitfufu Inc.
     20, 2022
July 20,
Page  2 2022 Page 2
FirstName LastName
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.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
July        NameBitfufu Inc.
     20, 2022
July 20,
Page  3 2022 Page 3
FirstName LastName
(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.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
July        NameBitfufu Inc.
     20, 2022
July 20,
Page  4 2022 Page 4
FirstName LastName
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.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
July        NameBitfufu Inc.
     20, 2022
July 20,
Page  5 2022 Page 5
FirstName LastName
       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
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