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                             June 29, 2023

       Leo Lu
       Chief Executive Officer
       Bitfufu Inc.
       111 North Bridge Road, #15-01
       Peninsula Plaza, Singapore 179098

                                                        Re: Bitfufu Inc.
                                                            Amendment No. 10 to
Draft Registration Statement on Form F-4
                                                            Submitted June 16,
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 noted otherwise, our references to prior comments refer
to comments in our
       June 8, 2023 letter.

       Amendment No. 10 to Draft Registration Statement on Form F-4

       Results of Operations
       Year ended December 31, 2021 compared to the 2020 period
       Cost of revenues, page 151

   1.                                                   We note your expanded
disclosure of cost of revenues in response to prior comment 3.
                                                        Your expanded
disclosure is unclear in that you state cost of revenues from cloud-mining
                                                        solutions increased
significantly from 2020 to 2021 and identify and quantify the factors
                                                        for the increase year
over year. However, as noted in your disclosure as well as your table
                                                        on page 141, cost of
revenues from cloud-mining solutions decreased significantly from
                                                        US$90,617 in the 2020
period to US$68.1 million in 2021. Please advise or revise.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
June        NameBitfufu Inc.
     29, 2023
June 29,
Page 2 2023 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition
Cloud mining solution, page F-57

2.       Please tell us and revise your disclosure to clarify what assets you
lease. For example, we
         note in your May 16, 2023 response to prior comment 2 you reference
the leasing of
         miners. We also note that in your March 31, 2023 response to prior
comment 5 you
         reference both mining equipment and servers. Please clarify if each of
these references
         are for the same equipment. We also note your accounting policy refers
to leasing
         computing power, which does not appear to be a depreciable asset, and
data center rack
         space.
3.       Please tell us to what the    long-term hosting agreement    for both
self-owned and leased
         mining machines entails, including whether it involves a lease. For
example, does the
         agreement contain a lease of data center rack space? See March 31,
2023 response 5.
4.       In your ASC 842 lease analysis, your May 16, 2023 response 2 indicates
in part,
            Specifically, it states that on a quarterly basis, both parties
shall sign a minimum
         guarantee commitment for the lease of computing power , which is
binding to both
         parties.    We note that computing power is not a depreciable asset.
Please clarify what the
         nature of this quarterly commitment is and how it relates to or
defines the identified asset
         you assert you lease.
5.       Your accounting policy references    electricity supply, network
connectivity, hardware
         maintenance, and other necessary infrastructure services from the same
or other
         suppliers.    Please tell us whether or not you believe these are
lease payments, as that term
         is defined in ASC 842, and the reasons why or why not, and revise the
policy to clarify
         your accounting for such costs.
6.       In your response to prior comment 8 in your March 31, 2023 response
letter you state that
            the stability requirement is an assurance type of warranty, not a
promise to provide a
         distinct good or service    and that    The contract stability
requirement of BitFuFu provides
         a customer with the    assurance    that the related service will
function as the parties
         intended because it complies with agreed-upon specifications (ASC
606-10-55-30). Such
         assurance is not a distinct service   . Please describe how you are
accounting for the
         assurance warranty and provide specific, supporting citation to
authoritative literature.
         For example, your responses appear to assert that the stability
requirement does not
         represent an option for additional distinct goods and services, but
then suggests you
         provide additional service rather than credits or refunds to the
customer for the failure to
         meet the stability requirement; references assurance warranty
accounting requirements
         without analyzing their applicability given that the stability
requirement appears to relate
         to your own performance; and is silent as to whether the stability
requirement represents a
         form of variable consideration.
 Leo Lu
FirstName
Bitfufu Inc.LastNameLeo Lu
Comapany
June        NameBitfufu Inc.
     29, 2023
June 29,
Page 3 2023 Page 3
FirstName LastName
7.       In your response to prior comment 9 in your March 31, 2023 response
letter you provided
         two models as illustrative examples for recognition under ASC 606,
step 5. In order to
         help us evaluate this response, please clarify both the promises and
the payment terms,
         including to what    T    refers, specified in the contract. For
example, you state that the
         customer contracts for a number of days, but then assert the promise
in the contract is each
         second of hash rate. Why do you believe this recharacterization of the
promise is
         appropriate and how does that recharacterization relate to the payment
terms (e.g., do you
         have an enforceable right to payment if you provide less than a day of
the contracted
         service stability requirement)? Please also clarify whether your
payment term with the
         customers is an amount per T and thus will vary at each increment
above 95% of 100T.
         That is, please indicate whether your fee will increase the greater
the stability rate you
         achieve. Alternatively, please tell us whether the fee is fixed as
long as the stability rate is
         above 95%.
Cryptocurrency self-mining revenue, page F-61

8.       In order to help us continue to evaluate your ASC 606, step one
analysis, please address
         the following:
             You indicate that the promised good or service is a valid proof of
work (see March
              31, 2023 response 10). Please clarify how many nonces are within
a valid proof of
              work. For example, does a single proof of work contain one nonce
or a range of
              nonces? If a range, what determines how many nonce attempts are
within a single
              proof of work?
             Clarify how long it takes to transfer control of a single valid
proof of work.
             Expand your March 31, 2023 response 10 contract combination
analysis to more fully
              address ASC 606-10-25-9c

9.       In order to help us continue to evaluate your ASC 606 step three
analysis, please address
         the following:
             Your December 9, 2022 response 13 indicates that you are not
applying the ASC 606
              variable consideration constraint, however your disclosure
suggests you are. Please
              reconcile for us this apparent inconsistency.
             Your disclosure uses highly probable to describe application of
the variable
              consideration constraint; however that standard is not compliant
with ASC 606-10-
              32-11. Please revise your accounting policy to comply.
             Please clarify whether the three mining pools in which you
participate - AntPool,
              Foundry and Poolin - use the FPPS payout mechanism.
             Identify the inputs for the payout mechanism used by the mining
pools in which you
              participate, identifying whether the input is from the company.
For inputs that are
              not from the company, clarify for us why they trigger the
application of the constraint
              in ASC 606-10-32-11.
10.      Please propose revised accounting policy disclosure that addresses the
following:
             Consider whether the reference to performance obligation in the
first paragraph
 Leo Lu
Bitfufu Inc.
June 29, 2023
Page 4
           should be removed. We note this paragraph is describing the facts of
the legal
           contract, whereas the term    performance obligation    is an
accounting concept
           addressed later in the accounting policy disclosure.
             Consider the need to revise the third paragraph and its reference
to highly probable
           to be compliant with ASC 606-10-32-11.
             Consider the need to revise the fourth paragraph reference to
hash rate    to reflect
           your assertion that the promised good or service is a valid proof of
work (see March
           31, 2023 response 10).
             There are multiple qualifiers in the fourth paragraph (e.g.,
upon the verification,
              on a daily basis,    and    within the same day once verified by
all parties   ). Consider
           the need to revise it to more clearly articulate when Bitcoin is
settled. Also, clarify to
           whom    all parties    refers.
             Revise the fifth paragraph to clarify the meaning of the phrase
when earned    and
           reconcile this paragraph to the second paragraph.
             Revise the sixth paragraph to state, if true, the company
recognizes impairment
           whenever fair value of bitcoin is below its carrying value. We note
that both the first
           sentences reference to       on a daily basis, on the following day
     and    If there is
           indicator of impairment       make it unclear whether the company
recognizes
           impairment whenever the fair value of bitcoin is below its carrying
value.

       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
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Matthew Derby, Legal Branch Chief, at (202)
551-3334 with any
other questions.



                                                              Sincerely,
FirstName LastNameLeo Lu
                                                              Division of
Corporation Finance
Comapany NameBitfufu Inc.
                                                              Office of
Technology
June 29, 2023 Page 4
cc:       Andrei Sirabionian
FirstName LastName