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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;
 Leo Lu
Bitfufu Inc.
June 8, 2023
Page 2
                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
FirstName     solutions, page
           LastNameLeo    Lu F-56
Comapany
5.         NameBitfufu
       We continue       Inc. your responses to prior comments 2 and 3 and may
have further
                    to evaluate
June 8,comments.
        2023 Page 2
FirstName LastName
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
June 8, 2023NameBitfufu Inc.
June 8,
Page 3 2023 Page 3
FirstName LastName
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
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