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
 Leo Lu
Bitfufu Inc.
February 1, 2023
Page 2
         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
FirstName LastNameLeo Lu
       your policies and procedures regarding the safeguarding of crypto assets
are not effective.
Comapany    NameBitfufu
       Additionally,       Inc.the risks associated with your reliance on third
party service
                      discuss
       providers
February  1, 2023to  safeguard
                   Page  2      customers' digital assets.
FirstName LastName
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany1,NameBitfufu
February     2023      Inc.
February
Page 3 1, 2023 Page 3
FirstName LastName
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
 Leo Lu
Bitfufu Inc.
February 1, 2023
Page 4
         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.
FirstName LastNameLeo Lu
Comapany
21.        NameBitfufu
       We continue      Inc. your response to prior comment 18 and may have
further
                   to evaluate
       comments.
February 1, 2023 Page 4
FirstName LastName
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany1,NameBitfufu
February     2023      Inc.
February
Page 5 1, 2023 Page 5
FirstName LastName
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