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                             April 16, 2024

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

                                                        Re: BitFuFu Inc.
                                                            Registration
Statement on Form F-1
                                                            Filed March 25,
2024
                                                            File No. 333-278207

       Dear Leo Lu:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form F-1 filed March 25, 2024

       General

   1.                                                   Revise the "Summary"
section, "Selling Securityholders" section, and elsewhere in
                                                        your prospectus as
appropriate to:
                                                            Disclose the price
that each selling securityholder paid for the securities being
                                                            registered for
resale;
                                                            Highlight any
differences in the current trading price, the prices that the Sponsor,
                                                            private placement
investors, PIPE investors and other selling securityholders acquired
                                                            their shares and
warrants, and the price that the public securityholders acquired their
                                                            shares and
warrants;
                                                            Disclose that while
the Sponsor, private placement investors, PIPE investors and
                                                            other selling
securityholders may experience a positive rate of return based on the
                                                            current trading
price, the public securityholders may not experience a similar rate of
                                                            return on the
securities they purchased due to differences in the purchase prices and
 Leo Lu
BitFuFu Inc.
April 16, 2024
Page 2
              the current trading price. In this regard, we note your statement
to that effect on page
              41; and
                Disclose the potential profit the selling securityholders will
earn based on the current
              trading price.
Cover Page

2.       Please revise to disclose the price that the selling securityholders
paid for the 207,000
         Class A Ordinary Shares issuable upon the exercise of the Unit
Purchase Option.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 94

3.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of your common stock. Your discussion should
highlight the fact
         that Antdelta Investment Limited, FuFu ESOP Limited, Antpool
Technologies (BVI)
         Limited, and Arisz Investment LLC, collectively beneficial owners of
over 84% of your
         outstanding shares, will be able to sell all of their shares for so
long as the registration
         statement of which this prospectus forms a part is available for use.
4.       Please disclose whether you entered into any forward purchase or other
agreements that
         provide certain investors with the right to sell back shares to the
Company at a fixed price
         for a given period after the Closing Date of the Business Combination.
If so, please revise
         to discuss the risks that these agreements may pose to other holders
if you are required to
         buy back the shares of your common stock as described therein. For
example, discuss how
         such forced purchases would impact the cash you have available for
other purposes and to
         execute your business strategy.
Liquidity and Capital Resources, page 114

5.       We note your disclosure on the top of page 115 that, if your existing
cash resources are
         insufficient to meet your requirements, you may seek to issue equity
or debt securities or
         obtain credit facilities. Please expand your discussion to address the
effect that this
         offering may have on your ability to raise additional capital.
Description of Securities
Unit Purchase Option, page 125

6.     Please expand your disclosure to provide the description of the Option
Units underlying
       the Unit Purchase Option. In this regard, we note your disclosure on
page vi that "[e]ach
FirstName LastNameLeo Lu
       Option Unit, upon issuance, contains one Class A Ordinary Share, one
Warrant and one
Comapany
       right,NameBitFuFu  Inc.
              which upon automatic conversion entitles the holder thereof to
receive one-
       twentieth
April 16,        (1/20)
          2024 Page  2 of one Class A Ordinary Shares."
FirstName LastName
 Leo Lu
FirstName   LastNameLeo Lu
BitFuFu Inc.
Comapany
April       NameBitFuFu Inc.
       16, 2024
April 316, 2024 Page 3
Page
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact David Gessert at 202-551-2326 or Lulu Cheng at
202-551-3811 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Crypto
Assets
cc:      Jessica Zhou