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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).
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 13,
September   NameBitfufu
                2022     Inc.
September
Page 2      13, 2022 Page 2
FirstName LastName
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
 Leo Lu
Bitfufu Inc.
September 13, 2022
Page 3
         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
FirstName LastNameLeo Lu
       third-party hosting facility. Clarify whether the supplier will ship the
miner purchased by
Comapany
       yourNameBitfufu      Inc. to their hosting facility. Lastly, tell us
whether you share in the
             customers directly
       payout
September   13,earned   by your
                 2022 Page   3 customers from providing your hosting services.
FirstName LastName
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 13,
September   NameBitfufu
                2022     Inc.
September
Page 4      13, 2022 Page 4
FirstName LastName
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
 Leo Lu
Bitfufu Inc.
September 13, 2022
Page 5
         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
FirstName LastNameLeo Lu
       to be a    verified customer    impacted your accounting analysis. In
your reply, explain
Comapany    NameBitfufu
       whether  you are a Inc.
                              verified customer    and, if not, indicate the
steps precedent to
September 13, 2022 Page 5 customer    and whether such steps are perfunctory.
       becoming   a    verified
FirstName LastName
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 13,
September   NameBitfufu
                2022     Inc.
September
Page 6      13, 2022 Page 6
FirstName LastName
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 provide your
accounting
         analysis, with citation to authoritative guidance, supporting your
accounting for the
         loan and describe the material terms of the loan agreement.
       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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