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
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 10,
November    NameBitfufu
                2022     Inc.
November
Page 2      10, 2022 Page 2
FirstName LastName
         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.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 10,
November    NameBitfufu
                2022     Inc.
November
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FirstName LastName
(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.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 10,
November    NameBitfufu
                2022     Inc.
November
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FirstName LastName
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.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 10,
November    NameBitfufu
                2022     Inc.
November
Page 5      10, 2022 Page 5
FirstName LastName
                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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FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany 10,
November    NameBitfufu
                2022     Inc.
November
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FirstName LastName
              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 be
         obtained from redemptions of USDT, which might lead to different
accounting treatment
         on the USDT". Please clarify what the different accounting treatment
will be.
19.      We continue to review your response to prior comment 19 and may have
further
         comments.
Note 9. Contract Liabilities, page F-53

20.      Please tell us the portion of the prepayment from customer for mining
equipment
         transaction that result in commission revenue recognized by your
group. Clarify whether
         the portion included in this line item is the commission amount to be
recognized or the
         full amount of the equipment to be purchased as an agent. If the
latter, consider separately
         presenting that amount as a deposit liability separate from the
contract liability since the
         deposit will not become future revenue. Similarly, clarify why Company
has a prepaid
         expense for mining machines for instances when the Company is not the
principal in
         purchasing the miners (i.e., sourcing service transactions).
       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.
 Leo Lu
Bitfufu Inc.
November 10, 2022
Page 7




                               Sincerely,
FirstName LastNameLeo Lu
                               Division of Corporation Finance
Comapany NameBitfufu Inc.
                               Office of Technology
November 10, 2022 Page 7
cc:       Andrei Sirabionian
FirstName LastName