F-4/A 1 ff40124a2_bitfufu.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 22, 2024

Registration No. 333-276181

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

Amendment No. 2
FORM F
-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________

BITFUFU INC.
(Exact name of Registrant as specified in its charter)

________________________

Cayman Islands

 

6770

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Tel: 656
-252-4595
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

________________________

COGENCY GLOBAL INC.
122 East 42
nd Street, 18th Floor,
New York, NY 10168
Tel: (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________________

Copies of communications to:

Mitchell S. Nussbaum, Esq.
Andrei Sirabionian, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407
-4000
(212) 407
-4990 — Facsimile

 

Dan Ouyang, Esq.
Wilson Sonsini Goodrich & Rosati
Suite 1509, 15/F Jardine House
1 Connaught Place Central
Hong Kong
(852) 3972
-4955

________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this
Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

____________

         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

  

 

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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares the registration statement effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 22, 2024

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
ARISZ ACQUISITION CORP.
AND PROSPECTUS FOR ORDINARY SHARES, RIGHTS AND WARRANTS
OF BITFUFU INC.

________________________

Proxy Statement/Prospectus dated             , 2024 and first mailed to the stockholders of Arisz Acquisition Corp. on or about [•], 2024

To the Stockholders of Arisz Acquisition Corp.:

You are cordially invited to attend the special meeting of the Stockholders of Arisz Acquisition Corp. (“Arisz,” “ARIZ,” “we,” “our” or “us”), which will be held at 10:00 a.m., Eastern time, on February 20, 2024 (the “Special Meeting”). The board of directors of Arisz (the “Arisz Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/ [•]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Arisz is Delaware company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”). The business combination will be completed through a two-step process consisting of the Redomestication Merger (as defined below) and the Acquisition Merger (as defined below).

On January 21, 2022, Arisz entered into that certain Agreement and Plan of Merger (as amended as of April 4, 2022, October 10, 2022, April 24, 2023, July 28, 2023 and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between Arisz and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser” or “PubCo”), (b) Purchaser would form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct, wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. On December 20, 2023, each of PubCo and Merger Sub executed a supplemental joinder agreement along with Arisz and BitFuFu, agreeing to be bound by Amendment No. 2 to the Merger Agreement, Amendment No. 3 to the Merger Agreement and Amendment No. 4 to the Merger Agreement as if such parties were parties thereto on the date of their signing.

On February 16, 2022 and February 22, 2022, respectively, each of PubCo and Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. On April 4, 2022, each of PubCo and Merger Sub executed a joinder agreement along with Arisz and BitFuFu, agreeing to be bound by the Merger Agreement as if such parties were parties thereto on the date of its signing. On April 4, 2022, Arisz and BitFuFu entered into Amendment No. 1 to the Merger Agreement pursuant to which, among other things, the parties clarified certain Cayman Islands corporate law matters by mutual agreement. On October 10, 2022, Arisz and BitFuFu entered in Amendment No. 2 to the Merger Agreement, as described herein. On April 24, 2023, Arisz and BitFuFu entered in Amendment No. 3 to the Merger Agreement, as described herein. On July 28, 2023, Arisz and BitFuFu entered in Amendment No. 4 to the Merger Agreement, as described herein.

In consideration of the Acquisition Merger, Purchaser will issue 150,000,000 Ordinary Shares (the “Closing Payment Shares”) with a deemed price per share US$10.00 (“Aggregate Stock Consideration”) to the shareholders of the Company. The Aggregate Stock Consideration consists of 15,000,000 Class A Ordinary Shares and 135,000,000 Class B Ordinary Shares of Purchaser.

At the Special Meeting, Arisz stockholders will be asked to consider and vote upon the following proposals:

1.      approval of the Redomestication Merger, which we refer to as the “Redomestication Merger Proposal” or “Proposal No. 1”;

2.      approval of the Acquisition Merger, the Merger Agreement and such other transactions contemplated by the Merger Agreement, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 2”;

 

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3.      approval, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 160,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings, which we refer to as the “Nasdaq Proposal” or “Proposal No. 3”;

4.      approval of the Governance Proposals, which we refer to as the “Governance Proposals” or “Proposal No. 4”; and

5.      approval to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 5” and, together with the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal and the Governance Proposals, the “Proposals.”

Arisz’s units, common stock, warrants and rights are each quoted on the Nasdaq, under the symbols “ARIZU,” “ARIZ,” “ARIZW,” and “ARIZR,” respectively. Each unit consists of one share of Arisz’s common stock (“ARIZ Common Stock” or “Public Shares”), one right (“ARIZ Right”) and one redeemable warrant (“ARIZ Warrant”). The ARIZ Common Stock, ARIZ Rights and ARIZ Warrants commenced trading on Nasdaq on December 9, 2021.

If the Arisz stockholders approve the Redomestication Merger Proposal and the Acquisition Merger Proposal, immediately prior to the consummation of the Business Combination, all outstanding units of Arisz will separate into their individual components of ARIZ Common Stock, ARIZ Rights and ARIZ Warrants and will cease separate existence and trading.

Upon the consummation of the Business Combination the current equity holdings of the Arisz stockholders shall be exchanged as follows:

(i)      Each share of Arisz’s common stock, par value $0.00001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such ARIZ Common Stock, PubCo shall issue to each Arisz stockholder (other than Arisz stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Class A Ordinary Share, which shall be fully paid;

(ii)    Each ARIZ Warrant to purchase three-fourths (3/4) of one share of ARIZ Common Stock issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one warrant to purchase three-fourths (3/4) of one PubCo Class A Ordinary Share (“PubCo Warrant”) (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the ARIZ Warrants; and

(iii)   The holders of ARIZ Rights (convertible into one-twentieth (1/20) of one share of ARIZ Common Stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain the right to receive one-twentieth (1/20) of one PubCo Class A Ordinary Share (“PubCo Right”) in exchange for the cancellation of each ARIZ Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share.

It is anticipated that, upon consummation of the Business Combination, Arisz’s existing stockholders, including the Sponsor (as defined below), will own approximately 3.2% of the issued PubCo Ordinary Shares, the PIPE Investors (as defined below) will own approximately 4.5% of the issued PubCo Ordinary Shares, Arisz’s and Bitfufu’s financial advisers will own approximately 2.0% of the issued PubCo Ordinary Shares, and BitFuFu’s current shareholders will own of approximately 90.3% of the issued PubCo Ordinary Shares. These relative percentages assume that (i) none of Arisz’s existing public stockholders exercise their redemption rights, as discussed herein and (ii) there is no exercise or conversion of PubCo Warrants. If any of Arisz’s existing public stockholders exercise their redemption rights, the anticipated percentage ownership of Arisz’s existing stockholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

PubCo intends to apply to list the PubCo Class A Ordinary Shares and PubCo Warrants on the Nasdaq Stock Market under the symbols “FUFU” and “FUFUW,” respectively, in connection with the closing of the Business Combination. Arisz cannot assure you that the PubCo Class A Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

 

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As of January 21, 2024, there was approximately $35.1 million in Arisz’s Trust Account (as defined below). On January 19, 2024, the last sale price of ARIZ Common Stock was $10.98.

The Company, operating under the trade name of “BitFuFu,” is an exempted company incorporated in the Cayman Islands with limited liability, with subsidiaries in Singapore and the United States. BitFuFu is a fast-growing digital asset mining service and world-leading cloud-mining service provider, dedicated to fostering a secure, compliant, and transparent blockchain infrastructure. See “Information about BitFuFu.” BitFuFu’s ongoing business operations rely in part on its relationship with Bitmain Technologies, Ltd. (“Bitmain”). For instance, BitFuFu relies on Bitmain for the substantial majority of its hosting and supply agreements, including the datacenters used for housing miners, and as a result, Bitmain may indirectly have significant influence over BitFuFu’s operations and financial condition. Bitmain’s interests may not be aligned with the interests of the shareholders of BitFuFu and of PubCo following the business Combination. BitFuFu has entered into a series of miner purchase and service agreements with the affiliates of Bitmain in the United States, and the governing law provisions in these agreements identify Hong Kong as the forum for disputes, for which the laws and regulations and dispute resolution process may be different from that in the United States. Bitmain is a non-public company with business operations in Singapore, Hong Kong and mainland China, and their financial condition may not be available to investors.

Following the completion of the Business Combination, the issued and outstanding share capital of PubCo will consist of Class A Ordinary Shares and Class B Ordinary shares. Mr. Lu, the founder of BitFuFu and chief executive of the PubCo, will beneficially own all of the issued Class B Ordinary Shares of PubCo and will be able to exercise 95.6% of the total voting power of the issued and outstanding share capital of PubCo immediately following the completion of the Business Combination, assuming that (i) none of Arisz’s existing public stockholders exercise their redemption rights, as discussed herein and (ii) there is no exercise or conversion of PubCo Warrants. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to five votes. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder to any person or entity which is not an affiliate of such holder, or upon a change of ultimate beneficial ownership of Class B Ordinary Shares to any person or entity which is not an affiliate of the holder, such Class B Ordinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

Pursuant to Arisz’s amended and restated certificate of incorporation, Arisz is providing its public stockholders with the opportunity to redeem all or a portion of their shares of ARIZ Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest, less taxes payable, divided by the number of then outstanding shares of ARIZ Common Stock that were sold as part of the ARIZ Units in Arisz’s initial public offering (“IPO”), subject to the limitations described herein. Arisz estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.00 at the time of the Special Meeting. Arisz’s public stockholders may elect to redeem their shares even if they vote for the Redomestication Merger or do not vote at all. Arisz has no specified maximum redemption threshold under Arisz’s amended and restated certificate of incorporation. Holders of outstanding ARIZ Warrants and ARIZ Rights do not have redemption rights in connection with the Business Combination.

Arisz is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Sponsor, which owns approximately 33.9% of ARISZ Common Stock as of the record date, has agreed to vote its ARISZ Common Stock in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intends to vote for the Adjournment Proposal.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay. Arisz’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be

 

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that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Redomestication Merger Proposal and the Acquisition Merger Proposal and no effect on the Adjournment Proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

This proxy statement/prospectus provides you with detailed information about the Merger Agreement and other matters to be considered at the Special Meeting. We encourage you to read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of this proxy statement/prospectus.

Arisz Board has unanimously approved the Merger Agreement, and unanimously recommends that Arisz stockholders vote “FOR” approval of each of the Proposals. When you consider Arisz Board’s recommendation of these Proposals, you should keep in mind that Arisz’s directors and officers have interests in the Business Combination that may conflict with or differ from your interests as a stockholder. See the section titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

PubCo will be a “foreign private issuer” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

PubCo will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules because Mr. Leo Lu, the founder of BitFuFu, will hold a majority of the aggregate voting power of PubCo upon the completion of the Business Combination. See “Risk Factors — Risks Related to the PubCo’s Securities — PubCo will be a “controlled company” under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements that could adversely affect PubCo’s public shareholders.”

On behalf of the Arisz Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

Sincerely,

   

 

   

Fang Hindle-Yang
Chief Executive Officer
Arisz Acquisition Corp.

   

[•], 2024

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

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HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Arisz with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Special Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Arisz, PubCo and BitFuFu. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Arisz, PubCo and BitFuFu has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

        References to “BitFuFu,” “Finfront” and “Company” refer to Finfront Holding Company, an exempted company incorporated in the Cayman Islands, operating under the trade name of BitFuFu, its predecessor entity and its subsidiaries, as the context requires;

        References to “BTC,” “ETH,” “BCH” and “USDT” refer to Bitcoin, Ethereum, Bitcoin Cash and Tether, respectively;

        References to “Chardan” refer to Chardan Capital Markets, LLC;

        References to “China” or “PRC” refer to the People’s Republic of China, excluding, for the purpose of this proxy statement/prospectus only, Taiwan;

        References to “Class A Ordinary Shares” or “PubCo Class A Ordinary Shares” refer to the Class A Ordinary Shares of BitFuFu Inc., par value US$0.0001 per share;

        References to “Class B Ordinary Shares” or “PubCo Class B Ordinary Shares” refer to the Class B Ordinary Shares of BitFuFu Inc., par value US$0.0001 per share;

        References to “Closing Date” refer to the date on which the Business Combination is consummated;

        References to “Combined Company” refer to PubCo after the consummation of the Business Combination;

        References to “Companies Act” refer to Cayman Islands Companies Act (2022 Revision), as amended;

        References to “Current Charter” refer to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp.;

        References to “ET” or “Ethereal Singapore” refer to Ethereal Tech Pte. Ltd., a subsidiary of BitFuFu, which was incorporated under the laws of Singapore;

        References to “Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

        References to “hash calculation” refer to solving cryptographic hash functions on specific blockchain;

 

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        References to “hash rate” refer to the amount of hash calculations that could be processed per second;

        References to “Insider Shares” refer to the 1,725,000 shares of common stock held or controlled by Arisz’s officers, directors, sponsor and any holder of our insider shares;

        References to “IPO” refer to the initial public offering of 6,000,000 units of Arisz consummated on November 17, 2021 and an additional 900,000 units of Arisz consummated on November 24, 2021, pursuant to the exercise by the underwriters of an over-allotment option;

        References to “Loeb” refer to Loeb & Loeb LLP;

        References to “LOI” refer to a letter of intent;

        References to “Plan of Merger” refer to the statutory plan of merger in respect of either the Redomestication Merger or the Acquisition Merger, as the case may be, (including in relation to the Plan of Merger in respect of the Redomestication Merger the amended and restated Memorandum and Articles of Association of PubCo as the surviving company) in each case to be filed with the Registrar of Companies in the Cayman Islands;

        References to “PubCo” or “Combined Company” refer to BitFuFu Inc., an exempted company incorporated in the Cayman Islands with limited liability on February 16, 2022 for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of BitFuFu following the Business Combination;

        References to “PubCo Ordinary Shares” refer to the Class A Ordinary Shares and Class B Ordinary Shares of BitFuFu Inc.;

        References to “Sponsor” refer to Arisz Investments LLC, a Delaware limited liability company affiliated with Arisz’s Chairman and Chief Executive Officer;

        References to “US Dollars,” “$,” or “US$” refer to the legal currency of the United States;

        References to “U.S. GAAP” refer to accounting principles generally accepted in the United States; and

        References to “2020 period” refer the period from December 2, 2020, the date of inception for Finfront Holding Company, to December 31, 2020.

 

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Arisz Acquisition Corp.
c/o MSQ Ventures
12 East 49
th Street, 17th Floor
New York, NY, 10017
212-845-9945

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2024

TO THE STOCKHOLDERS OF ARISZ ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Arisz Acquisition Corp., a Delaware corporation (“Arisz”), will be held on February 20, 2024 at 10:00 AM Eastern Time. The board of directors of Arisz (the “Arisz Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/[•]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement/prospectus includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. The Special Meeting will be held for the following purposes:

I.       To approve the merger of Arisz with and into PubCo, its wholly owned Cayman Islands subsidiary, with PubCo surviving the merger. The merger will change Arisz’s place of incorporation from Delaware to the Cayman Islands. We refer to this as the “Redomestication Merger.” This proposal is referred to as the Redomestication Merger Proposal or “Proposal No. 1.” Holders of ARIZ Common Stock as of record date are entitled to vote on this proposal.

II.     To approve the authorization for PubCo’s board of directors to complete the merger of Merger Sub with and into BitFuFu, resulting in BitFuFu becoming a wholly owned subsidiary of PubCo. We refer to this as the “Acquisition Merger.” This proposal is referred to as the “Acquisition Merger Proposal or “Proposal No. 2.” Holders of ARIZ Common Stock as of record date are entitled to vote on this proposal.

III.    To approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 160,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings, which we refer to as the “Nasdaq Proposal” or “Proposal No. 3.”

IV.     To approve the Governance Proposals, which we refer to as the “Governance Proposals” or “Proposal No. 4.”

V.      To approve the adjournment of the Special Meeting in the event Arisz does not receive the requisite stockholder vote to approve any of the above Proposals. This proposal is called the “Adjournment Proposal” or “Proposal No. 5.”

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Redomestication Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that if either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, then Arisz will not consummate the Business Combination. If Arisz does not consummate the Business Combination and fails to complete an initial business combination by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then Arisz will be required to dissolve and liquidate, unless Arisz seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated.

As of the record date, there were 5,155,754 shares of ARISZ Common Stock issued and outstanding and entitled to vote. Only Arisz stockholders who hold shares of record as of the close of business on January 3, 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. This proxy statement/prospectus is first being mailed to Arisz stockholders on or about [•]. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ARIZ Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof; provided, however, that if [•] or more of the ARIZ shares purchased in the IPO demand redemption of their ARIZ Common Stock, then the Business Combination may not be completed. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to

 

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attend and vote your shares will have no effect on any of the Proposals. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay to Advantage Proxy not later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by attending the Special Meeting in person and casting your vote by ballot or by submitting a written revocation to Advantage Proxy that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The Arisz Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

By order of the Board of Directors,

   

 

   

Fang Hindle-Yang
Chief Executive Officer of
Arisz Acquisition Corp

   

[•], 2024

   

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

WHERE YOU CAN FIND MORE INFORMATION

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

3

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

 

5

DELIVERY OF DOCUMENTS TO ARISZ’S sTOCKholders

 

13

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

14

COMPARATIVE PER SHARE INFORMATION

 

37

RISK FACTORS

 

40

THE SPECIAL MEETING OF ARISZ STOCKHOLDERS

 

92

PROPOSAL NO. 1

 

97

PROPOSAL NO. 2

 

99

PROPOSAL No. 3

 

116

PROPOSAL NO. 4

 

118

PROPOSAL NO. 5

 

121

INFORMATION ABOUT BITFUFU

 

122

BitFuFu’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 

140

ARISZ’S BUSINESS

 

164

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ARISZ

 

170

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

175

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION

 

185

PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS

 

192

Security Ownership of Certain Beneficial Owners and Management

 

198

CERTAIN TRANSACTIONS

 

201

SHARES ELIGIBLE FOR FUTURE SALE

 

214

DESCRIPTION OF ARISZ’S SECURITIES

 

216

DESCRIPTION OF PUBCO’S SECURITIES

 

222

COMPARISON OF SHAREHOLDERS’ RIGHTS

 

227

ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

 

237

LEGAL MATTERS

 

239

EXPERTS

 

239

SHAREHOLDER PROPOSALS AND OTHER MATTERS

 

239

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

239

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

239

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annex A — Merger Agreement, Amendment No. 1 through No. 4 to Merger Agreement, Joinder Agreement and Supplemental Joinder Agreement

 

A-1

Annex B — Form of post Redomestication Merger Amended and Restated Memorandum and Articles of Association of PubCo

 

B-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-276181) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Class A Ordinary Shares to Arisz’s stockholders, (ii) the PubCo Warrants to holders of ARIZ Warrants in exchange for the ARIZ Warrants, (iii) the PubCo Class A Ordinary Shares underlying the PubCo Warrants, (iv) PubCo Class A Ordinary Shares in exchange for ARIZ Rights, if the Business Combination is consummated, (v) PubCo Class A Ordinary Shares to existing shareholders of BitFuFu (other than Mr. Lu), and (vi) PubCo Class B Ordinary Shares to Mr. Lu, founder of BitFuFu and chief executive of the PubCo. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which Arisz’s stockholders will be asked to consider and vote upon the Proposals to approve the Redomestication Merger and the Acquisition Merger.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

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WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. Arisz files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Arisz’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact Arisz’s proxy solicitor, Advantage Proxy, Inc, toll free at (877) 870-8565 and Email: ksmith@advantageproxy.com.

All information contained in this proxy statement/prospectus relating to Arisz, PubCo and Merger Sub has been supplied by Arisz, and all such information relating to BitFuFu has been supplied by BitFuFu. Information provided by either of Arisz or BitFuFu does not constitute any representation, estimate or projection of the other party.

None of Arisz, PubCo, Merger Sub nor BitFuFu has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Arisz and/or BitFuFu and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “BitFuFu’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Information about BitFuFu.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Arisz and BitFuFu, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Arisz and the following:

        expectations regarding BitFuFu’s strategies and future financial performance, including BitFuFu’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends and acceptance, liquidity, cash flows and uses of cash, capital expenditures, and BitFuFu’s ability to invest in growth initiatives and pursue acquisition opportunities;

        anticipated trends, growth rates, and challenges in the digital assets industry in general and the markets in which we operate;

        BitFuFu’s ability to stay in compliance with laws and regulations that currently apply or become applicable to its business in Singapore, the United States and other international markets;

        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

        the outcome of any legal proceedings that may be instituted against BitFuFu, Arisz and others following announcement of the Merger Agreement and transactions contemplated therein;

        the inability to complete the Business Combination due to the failure to obtain Arisz stockholders’ approval;

        the risk that the proposed Business Combination disrupts current plans and operations of BitFuFu as a result of the announcement and consummation of the Business Combination;

        the ability to recognize the anticipated benefits of the Business Combination;

        unexpected costs related to the proposed Business Combination;

        the amount of any redemptions by existing holders of ARIZ Common Stock being greater than expected;

        the management and board composition of PubCo following the proposed Business Combination;

        the ability to list PubCo’s securities on Nasdaq;

        limited liquidity and trading of Arisz’s and PubCo’s securities;

        the possibility that BitFuFu, PubCo and/or Arisz may be adversely affected by other economic, business, and/or competitive factors;

        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on BitFuFu’s resources;

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        fluctuations in exchange rates between the foreign currencies in which BitFuFu typically does business and the United States dollar; and

        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Arisz, BitFuFu and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to BitFuFu, Arisz, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, BitFuFu and Arisz undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

Q:     What is the purpose of this document?

A:     Arisz is proposing to consummate the Business Combination. The Business Combination consists of the Redomestication Merger and the Acquisition Merger, each of which are described in this proxy statement/prospectus. In addition, the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Redomestication Merger and the Acquisition Merger will each require the affirmative vote of the holders of a majority of the issued and outstanding ARIZ Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof.

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that the Arisz’s stockholders are being asked to vote on:

        The Redomestication Merger Proposal to approve the Redomestication Merger;

        The Acquisition Merger Proposal to approve the Acquisition Merger, the Merger Agreement and such other transactions contemplated by the Merger Agreement;

        The approval, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 160,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings (the “Nasdaq Proposal”);

        The Governance Proposals to approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the PubCo’s Memorandum and Articles of Association, as compared to our Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals; and

        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Arisz does not receive the requisite stockholder vote to approve the above Proposals.

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding ARIZ Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. As of the record date, 2,001,389, shares held by the initial stockholders, or approximately 38.8% of the outstanding ARIZ Common Stock, would be voted in favor of each of the Proposals.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the Redomestication Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that if either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, Arisz will not consummate the Business Combination. If Arisz does not consummate the Business Combination and fails to complete an initial business combination by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then Arisz will be required to dissolve and liquidate, unless Arisz seeks further stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated. The Nasdaq Proposal is conditioned upon the approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal. The Governance Proposals are conditioned upon the approval of the Redomestication Merger Proposal and the Acquisition Merger Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:     Do any of Arisz’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     Arisz’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. On August 5, 2021, our insiders, including our Sponsor, purchased an aggregate of 1,437,500 shares of ARIZ Common Stock for an aggregate purchase price of $25,000. On October 29, 2021,

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we effected a 1.2-for-1.0 stock split of our common stock, resulting in our Sponsor holding an aggregate of 1,725,000 insider shares, for approximately $0.014 per share. Simultaneously with the closing of the IPO, Arisz consummated a private placement of 253,889 units (the “Private Units”) at a price of $10.00 per Private Unit. Simultaneously with the sale of the over-allotment units in the IPO, Arisz consummated a private sale of an additional 22,500 Private Units to the Sponsor and Chardan. If Arisz does not consummate the Business Combination by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then Arisz will be required to dissolve and liquidate (unless Arisz seeks further stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated) and the securities held by our initial stockholders, including the Sponsor, will be worthless because the initial stockholders have agreed to waive their rights to any liquidation distributions.

None of Arisz’s officers and directors has any interest in, or affiliation with, the Company or the Purchaser. For a discussion of the fiduciary or contractual obligations that such persons may have to other entities, please see “Directors, Executive Officers, Executive Compensation and Corporate Governance of Arisz — Conflicts of interest.” The exercise of Arisz’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Arisz stockholders’ best interests.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will take place on February 20, 2024, at 10:00 a.m., Eastern Time. The Arisz Board has determined to convene and conduct the Special Meeting in a virtual meeting format at http://www.cstproxy.com/ [•]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement/prospectus includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of ARIZ Common Stock as of the close of business on January 3, 2024 (the “record date”) may vote at the Special Meeting. As of the record date, there were 5,155,754 shares of ARIZ Common Stock outstanding and entitled to vote. Please see the section titled “The Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     Shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting must be present in person or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. ARIZ Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Special Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

A:     Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ARIZ Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Since each of the Proposals require the affirmative vote of a majority of the ARIZ Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Q:     How will the initial stockholders vote?

A:     Arisz’s initial stockholders, who as of the record date, owned 2,001,389 shares of ARIZ Common Stock, or approximately 38.8% of the issued and outstanding ARIZ Common Stock, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Redomestication Merger Proposal, Acquisition Merger Proposal and other related proposals. The initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals. While the initial stockholders have agreed to vote their shares in favor of the Proposals, stockholders should consider that our

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initial stockholders may have interests that are different from, or in addition to, those of other stockholders, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as an Arisz stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Special Meeting to vote my shares?

A:     No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your ARIZ Common Stock. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Arisz encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Redomestication Merger and the Acquisition Merger Proposal in order to have my ARIZ Common Stock redeemed?

A:     No. You are not required to vote against the Redomestication Merger Proposal and the Acquisition Merger Proposal in order to have the right to demand that Arisz redeem your ARIZ Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the ARIZ Common Stock are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of ARIZ Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their ARIZ Common Stock will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on February 15, 2024 (two business days before the Special Meeting), that Arisz redeem your shares for cash, and (ii) submit your request in writing to Arisz’s transfer agent, at the address listed at the end of this section and deliver your shares to Arisz’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Arisz’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of ARIZ Common Stock as of the record date. Any public stockholder who holds ARIZ Common Stock on or before February 15, 2024 (two business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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Q:     How can I vote?

A:     If you were a holder of record of ARIZ Common Stock on January 3, 2024, the record date for the Special Meeting, you may vote with respect to the Proposals in person at the Special Meeting, or by submitting a proxy by mail so that it is received prior to 10:00 a.m. Eastern Time on [•], 2024, in accordance with the instructions provided to you under the section titled “The Special Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under Nasdaq rules, your broker, bank or nominee cannot vote your ARIZ Common Stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Arisz believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your ARIZ Common Stock without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your ARIZ Common Stock; this indication that a bank, broker or nominee is not voting your ARIZ Common Stock is referred to as a “broker non-vote”. Your bank, broker or other nominee can vote your ARIZ Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your ARIZ Common Stock in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Arisz will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting of Arisz stockholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     What happens if I sell my ARIZ Common Stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your ARIZ Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you would not be entitled to receive any PubCo Ordinary Shares following the consummation of the Business Combination because only Arisz’s stockholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Ordinary Shares in connection with the Business Combination.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, the Arisz public stockholders who hold shares issued in the IPO own approximately 61.2% of Arisz’s issued and outstanding shares of common stock. After giving effect to the Business Combination assuming no redemptions and to (i) the issuance of the 150,000,000 PubCo Ordinary Shares in the Acquisition Merger, including 15,000,000 PubCo Class A Ordinary Shares and 135,000,000 PubCo Class B Ordinary Shares issued to the current BitFuFu shareholders; (ii) the issuance of up to 5,250,225 PubCo Class A Ordinary Shares to current Arisz stockholders in connection with the Redomestication Merger (which includes an aggregate of 358,819 PubCo Class A Ordinary Shares issued upon conversion of the ARIZ Rights, including private rights and which gives effect to certain transfers from Sponsor and the acquisition by Sponsor of 200,000 Class A Ordinary Shares pursuant to the Backstop agreement as set forth elsewhere in this proxy statement/prospectus); (iii) the issuance of 7,400,000 PIPE Shares to the PIPE Investors, (iv) the issuance of an aggregate of 3,311,750 PubCo Class A Ordinary Shares to Chardan as financial advisor and an aggregate of 1,010,000 PubCo Class A Ordinary Shares to Aqua as financial advisor to BitFuFu (including 260,000 Shares purchased from Arisz Initial Shareholders), and (v) assuming no exercise of the PubCo Warrants, Arisz’s current public stockholders (including rights shares) will own approximately 2.1% of the issued share capital of PubCo.

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The following table summarizes the pro forma ownership of Common Stock upon Closing of the Business Combination, including Common Stock underlying Units, and shares of Common Stock following the Business Combination under (i) a no further redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

Equity Capitalization Summary

 

No Redemption Scenario(1)

 

Interim Redemption Scenario(2)

 

Max Redemption Scenario(3)

# of Shares

 

%

 

# of Shares

 

%

 

# of Shares

 

%

BitFuFu Shareholders

 

150,000,000

 

90.2

%

 

150,000,000

 

91.1

%

 

150,000,000

 

92.1

%

Bitfufu and its subsidiaries(4)

 

204,348

 

0.1

%

 

204,348

 

0.1

%

 

204,348

 

0.1

%

PIPE Investors

 

7,400,000

 

4.5

%

 

7,400,000

 

4.5

%

 

7,400,000

 

4.5

%

Arisz Public Shareholders (including rights shares)

 

3,499,365

 

2.1

%

 

1,922,183

 

1.2

%

 

345,000

 

0.2

%

Arisz Insiders and Holders of Private Units (including rights shares)(5)

 

1,750,860

 

1.1

%

 

1,750,860

 

1.1

%

 

1,750,860

 

1.1

%

Representative Shares(6)

 

3,311,750

 

2.0

%

 

3,311,750

 

2.0

%

 

3,311,750

 

2.0

%

Total Ordinary Shares

 

166,166,323

 

100.0

%

 

164,589,141

 

100.0

%

 

163,011,958

 

100.0

%

____________

(1)      Under No Redemption Scenario, assumes redemptions of zero shares of Common Stock of Arisz (after taking into account redemptions of 3,745,635 shares of Common Stock in connection with the May 2023 extension).

(2)      Under Interim Redemption Scenario, assumes 50% redemptions of 1,577,183 shares of Common Stock of Arisz for aggregate redemption payments of $17.0 million using a per-share redemption price of $10.81.

(3)      Under Max Redemption Scenario, assumes redemptions of 3,154,365 shares of Common Stock of Arisz for aggregate redemption payments of $34.1 million using a per-share redemption price of $10.81.

(4)      Shares transferred from Arisz Sponsor pursuant to the ET Stock Purchase Agreement and the Second ET Stock Purchase Agreement (the “ET Stock Purchase Agreements”)

(5)      Assumes that Sponsor: 1) has transferred 204,348 shares pursuant to the ET Stock Purchase Agreements, 2) has transferred 260,000 shares to Aqua pursuant to the Aqua Stock Purchase Agreement, and 3) has purchased 200,000 Class A ordinary shares of Bitfufu pursuant to the Backstop Agreement.

(6)      Representative Shares include 2,250,000 Shares issued to Chardan as Arisz’s M&A Consultant, 51,750 Shares issued to Chardan as Deferred Underwriting Compensation, and 1,010,000 Shares issued to Aqua Pursuit International Limited as BitFuFu’s M&A Consultant (including 260,000 Shares purchased by Aqua from Sponsor).

Potential Impact of Additional Dilution

The table below shows the potential impact of additional dilution owing to shares underlying Arisz Public Warrants, Arisz Sponsor Private Warrants and shares underlying the unit purchase option.

Including Additional Dilution Sources

 

No Redemption Scenario(1)

 

Interim Redemption Scenario(2)

 

Max Redemption Scenario(3)

# of Shares

 

%

 

# of Shares

 

%

 

# of Shares

 

%

BitFuFu Shareholders(4)

 

150,000,000

 

87.5

%

 

150,000,000

 

88.3

%

 

150,000,000

 

89.1

%

Bitfufu and its subsidiaries(4)

 

204,348

 

0.1

%

 

204,348

 

0.1

%

 

204,348

 

0.1

%

PIPE Investors

 

7,400,000

 

4.4

%

 

7,400,000

 

4.4

%

 

7,400,000

 

4.4

%

Arisz Public Shareholders (including rights shares)

 

3,499,365

 

2.0

%

 

1,922,183

 

1.1

%

 

345,000

 

0.2

%

Shares Underlying the Arisz Public Warrants(7)

 

5,175,000

 

3.0

%

 

5,175,000

 

3.0

%

 

5,175,000

 

3.1

%

Arisz Insiders and Holders of Private Units(5)(included rights shares)

 

1,750,860

 

1.0

%

 

1,750,860

 

1.0

%

 

1,750,860

 

1.0

%

Shares Underlying the Arisz Private Warrants(8)

 

207,292

 

0.1

%

 

207,292

 

0.1

%

 

207,292

 

0.1

%

Representative Shares(4)

 

3,311,750

 

1.9

%

 

3,311,750

 

2.0

%

 

3,311,750

 

2.0

%

Shares Underlying the UPO(9)

 

62,727

 

0.0

%

 

62,727

 

0.0

%

 

62,727

 

0.0

%

Total Ordinary Shares

 

171,611,342

 

100.0

%

 

170,034,160

 

100.0

%

 

168,456,977

 

100.0

%

____________

(7)      Assumes BitFuFu’s stock price above $11.50 and warrants are exercised for $11.50 cash. The approximately $79.3 million cash proceeds of warrant exercise are excluded from the pro forma financials.

(8)      Assumes BitFuFu’s stock price at or above $16.50 and private warrants are exercised (cashless) at $11.50.

(9)      Assumes BitFuFu’s stock price at or above $16.50 and options are exercised (cashless) at $11.50; and warrants are then exercised (cashless) at $11.50.

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Q:     Are BitFuFu’s shareholders required to approve the Acquisition Merger?

A:     Yes. BitFuFu’s shareholders’ approval of the Acquisition Merger and the Plan of Merger in respect of the Acquisition Merger is required to consummate the Business Combination.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Arisz, BitFuFu, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Special Meeting. If you hold your ARIZ Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

Q:     Should I send in my stock certificates now?

A:      Yes. Arisz’s stockholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Special Meeting. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received, Arisz expects that the Business Combination will occur as soon as practicable following the Special Meeting, but only after the registration of the separate Plans of Merger by the Registrar of Companies of the Cayman Islands with respect to each of the Redomestication Merger and the Acquisition Merger and the issuance of a certificate of merger in respect thereof. Pursuant to the terms of Arisz’s amended and restated certificate of incorporation and the trust agreement entered into between Arisz and the transfer agent, in order to extend the time available for Arisz to consummate its initial business combination, Arisz’s insiders or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account $690,000 on or prior to the date of the applicable deadline. On November 9, 2022, Arisz deposited the sum of Six Hundred Ninety Thousand Dollars ($690,000) into the Trust Account thereby extending the time available to Arisz to consummate its initial business combination from November 22, 2022 to February 22, 2023, and on February 9, 2023 Arisz deposited the sum of Six Hundred Ninety Thousand Dollars ($690,000) into the Trust Account thereby extending the time available to Arisz to consummate its initial business combination from February 22, 2023 to May 22, 2023 (the “Extension”). The Extension is the second of up to two three-month extensions permitted under Arisz’s governing documents. On May 11, 2023, at a special meeting of stockholders, Arisz sought and received stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated up to nine (9) times, each such extension for an additional one (1) month period, from May 22, 2023 to February 22, 2024 (the latest such date actually extended being referred to as the “Extended Termination Date”). The amendment to the Current Charter became effective on May 12, 2023. In connection therewith, in each of May, June, July, August, September, October, November and December 2023, and January 2024, the Sponsor timely deposited $120,000 into Arisz’s trust account, thereby extending the date by which an initial business combination may be consummated. As of the date hereof, Arisz has until February 22, 2024 to consummate its initial business combination.

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Q:     Who will manage PubCo?

A:     We expect that after the consummation of the Business Combination Mr. Leo Lu will act as our Chief Executive Officer and Chairman of the board of directors, Ms. Calla Zhao will act as our Financial Controller, and Ms. Celine Lu, Mr. Cheng Yao, Mr. Yang Zhao and Ms. Yeeli Hua Zheng will serve as members of the board of directors. For more information on PubCo’s anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:      If the Business Combination is not consummated, Arisz may seek another suitable business combination. If Arisz does not consummate a business combination by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then pursuant to Article 6 of its Current Charter, Arisz’s officers must take all actions necessary in accordance with the General Corporation Law of Delaware to dissolve and liquidate Arisz as soon as reasonably practicable, unless Arisz seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated. Following dissolution, Arisz will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of ARIZ Common Stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of ARIZ Common Stock would be paid at liquidation would be approximately $11.13 per share for stockholders based on amounts on deposit in the trust account as of January 21, 2024. The closing price of ARIZ Common Stock on Nasdaq as of January 19, 2024 was $10.98.

The Sponsor and other initial stockholders and Chardan have waived their right to receive distributions with respect to any shares of ARIZ Common Stock held by them upon the liquidation of the Trust Account, if ARIZ is unable to consummate an initial business combination within the required time period and have also waived their redemption rights in connection with the consummation of the Business Combination. No person was paid any consideration in exchange for these waivers.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of ARIZ Common Stock exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of January 21, 2024, there was approximately $35.1 million in the Trust Account. Arisz estimates that approximately $11.13 per outstanding share issued in the IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the Combined Company.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:      In the event that a U.S. Holder elects to redeem its ARIZ Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the ARIZ Common Stock under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the ARIZ Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the ARIZ Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ARIZ Common Stock redeemed exceeds one year. However, it is unclear whether the redemption rights with respect to the ARIZ Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Q:     Will holders of ARIZ Common Stock, ARIZ Rights or ARIZ Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Business Combination?

A:      Subject to the limitations and qualifications described in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders,” the Redomestication Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code, and, as a result, a U.S. Holder (as defined below) should not recognize gain or loss on the exchange of ARIZ Common Stock, ARIZ Rights, or ARIZ Warrants

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for PubCo Class A Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Redomestication Merger. Although U.S. persons generally do not recognize gain or loss on the receipt of stock pursuant to a reorganization under Section 368 of the Code, Section 367(a) of the Code could require U.S. Holders to recognize gain (but not loss) with respect to the Redomestication Merger. However, Section 367(a) of the Code should not apply to the Redomestication Merger in a manner that causes gain recognition to the U.S. Holders, unless the exchange of Arisz securities for PubCo securities is considered to be an indirect stock transfer under the applicable Treasury Regulations. The rules under Section 367(a) and Section 368 of the Code, however, are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. If the Redomestication Merger does not qualify as a reorganization for a reason other than the application of Section 367(a) of the Code, then a U.S. Holder that exchanges its ARIZ Common Stock, ARIZ Rights, or ARIZ Warrants for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Class A Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the ARIZ Common Stock, ARIZ Rights, and ARIZ Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Business Combination, see the section titled “U.S. Federal Income Tax Considerations” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Arisz’s proxy solicitor at:

Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

You may also obtain additional information about Arisz from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

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Table of Contents

DELIVERY OF DOCUMENTS TO ARISZ’S sTOCKholders

Pursuant to the rules of the SEC, Arisz and vendors that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus, unless Arisz has received contrary instructions from one or more of such stockholders. Upon written or oral request, Arisz will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that Arisz deliver single copies of this proxy statement/prospectus in the future. Stockholders may notify Arisz of their requests by contacting our proxy solicitor as follows:

Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A and PubCo’s Memorandum and Articles of Association attached as Annex B. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Arisz’s stockholders.

The Parties to the Business Combination

Arisz Acquisition Corp.

Arisz Acquisition Corp. (“Arisz”) is a blank check company incorporated as a Delaware corporation on July 21, 2021. Arisz was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”). On November 22, 2021 Arisz consummated the IPO of 6,000,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “ARIZ Units’), generating gross proceeds of $60,000,000. Simultaneously with the IPO, Arisz sold to its Sponsor and to Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 253,889 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,538,886. Each ARIZ Unit consists of one share of common stock (“ARIZ Common Stock”), one right (“ARIZ Right”) and one redeemable warrant (“ARIZ Warrant”). The holders of ARIZ Rights will obtain the right to receive one PubCo Right upon the consummation of a Business Combination. Each whole ARIZ Warrant entitles the holder to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. The warrants will become exercisable on the later of the completion of Arisz’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of Arisz’s initial Business Combination or earlier upon redemption or liquidation.

Concurrently, Arisz repaid $105,000 to the Sponsor, under a related party loan evidenced by a promissory note issued on August 5, 2021.

Arisz had granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units (the “Over-allotment Units”) at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. Upon the closing of the Over-allotment on November 24, 2021, Arisz consummated the sale of additional 22,500 Private Units (the “Additional Private Units”) with the Sponsor and Chardan at a price of $10.00 per Private Unit, generating total proceeds of $225,000.

The Private Units are identical to the ARIZ Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If Arisz does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

As of September 30, 2023, Arisz had cash of $215,059 outside of the Trust Account and is available for working capital purposes.

Upon closing of the IPO, the sale of the Private Units, the sale of the Over-allotment Units and the sale of the Additional Private Units, a total of $69,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust acting as trustee and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Arisz’s failure to complete a business combination within the Combination Period. On November 15, 2023, Arisz entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of November 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to allow for the funds in the Trust Account to be held in an interest-bearing bank demand deposit account.

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Arisz’s units, shares, warrants and rights are each quoted on Nasdaq, under the symbols “ARIZU,” “ARIZ,” “ARIZW” and “ARIZR,” respectively.

BitFuFu

Finfront Holding Company, operating under the trade name of “BitFuFu,” is an exempted company incorporated in the Cayman Islands with limited liability, with subsidiaries in Singapore and the United States. BitFuFu is a fast-growing digital asset mining service and world-leading cloud-mining service provider, dedicated to fostering a secure, compliant, and transparent blockchain infrastructure. BitFuFu makes available a variety of stable and intelligent digital asset mining solutions, including one-stop cloud-mining services and miner hosting services to institutional customers and individual digital asset enthusiasts. For its cloud-mining services, BitFuFu integrates mining capacities of mining equipment and other infrastructures from various suppliers to provide hash calculation services, and repackages and integrates such hash calculation services with other critical services to create a one-stop cloud-mining services for customers.

BitFuFu has access to a fleet of advanced Bitcoin miners for efficient cloud-mining service to its customers and self-mining for its own account, allowing it to seamlessly adjust business strategies and reduce risk exposure. See “Information about BitFuFu.”

BitFuFu’s ongoing business operations rely in part on its relationship with Bitmain Technologies, Ltd. (“Bitmain”). For instance, BitFuFu relies on Bitmain for the substantial majority of its hosting and supply agreements, including the datacenters used for housing miners, and as a result, Bitmain may indirectly have significant influence over BitFuFu’s operations and financial condition. Bitmain’s interests may not be aligned with the interests of the shareholders of BitFuFu and of PubCo following the business Combination. BitFuFu has entered into a series of miner purchase and service agreements with the affiliates of Bitmain in the United States, and the governing law provisions in these agreements identify Hong Kong as the forum for disputes, for which the laws and regulations and dispute resolution process may be different from that in the United States. Bitmain is a non-public company with business operations in Singapore, Hong Kong and mainland China, and their financial condition may not be available to investors.

BitFuFu’s principal executive office is located at 111 North Bridge Road, #15-01, Peninsula Plaza, Singapore 179098. BitFuFu’s telephone number is +656-252-4595. After the consummation of the Acquisition Merger, BitFuFu will become a wholly owned subsidiary of PubCo.

PubCo

PubCo is an exempted company incorporated in the Cayman Islands with limited liability on February 16, 2022 for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of BitFuFu following the Business Combination.

Merger Sub

Merger Sub is an exempted company incorporated in the Cayman Islands with limited liability on February 22, 2022, and is a wholly-owned subsidiary of PubCo incorporated for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, BitFuFu pursuant to the Acquisition Merger.

The Business Combination and the Merger Agreement

The Merger Agreement

On January 21, 2022, Arisz entered into that certain Agreement and Plan of Merger (as amended as of April 4, 2022, October 10, 2022, April 24, 2023, July 28, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between Arisz and Finfront Holding Company, a Cayman Islands exempted company, pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“PubCo”), (b) PubCo agreed to form Boundary Holding Company, or Merger Sub, a Cayman Islands exempted company, as its wholly owned subsidiary, (c) Arisz will be merged with and into PubCo (the “Redomestication Merger”), with PubCo surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into BitFuFu (the “Acquisition Merger”), with BitFuFu surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the “Business Combination”). Following the Business Combination, PubCo will be a publicly traded company listed on a stock exchange in the United States.

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On April 4, 2022, each of PubCo and Merger Sub signed a joinder agreement along with Arisz and BitFuFu, agreeing to be bound by the Merger Agreement as if such parties were parties thereto on the date of its signing. On April 4, 2022, Arisz and BitFuFu entered into Amendment No. 1 to the Merger Agreement pursuant to which, among other things, the parties clarified certain Cayman Islands corporate law matters by mutual agreement. On October 10, 2022, Arisz and BitFuFu entered into Amendment No. 2 to the Merger Agreement, as described below. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement, as described below. On July 28, 2023, Arisz and BitFuFu entered in Amendment No. 4 to the Merger Agreement, as described herein. On December 20, 2023, each of PubCo and Merger Sub executed a supplemental joinder agreement along with Arisz and BitFuFu, agreeing to be bound by Amendment No. 2 to the Merger Agreement, Amendment No. 3 to the Merger Agreement and Amendment No. 4 to the Merger Agreement as if such parties were parties thereto on the date of their signing.

Consideration

In consideration of the Acquisition Merger, PubCo will issue 150,000,000 Ordinary Shares (the “Closing Payment Shares”) with a deemed price per share US$10.00 (“Aggregate Stock Consideration”) to the shareholders of BitFuFu. The Aggregate Stock Consideration consists of 15,000,000 Class A Ordinary Shares and 135,000,000 Class B Ordinary Shares of PubCo.

The Closing

The Merger Agreement provides that the closing of the Business Combination (the “Closing”) shall occur no later than November 17, 2024 (the “Outside Date”) and that the Outside Date may be extended upon the written agreement of Arisz and Finfront.

Representations and Warranties

In the Merger Agreement, BitFuFu makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of BitFuFu and its subsidiaries (together, the “BitFuFu Parties”) and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and additional agreements thereto (the “Additional Agreements”); (d) absence of conflicts; (e) capital structure of BitFuFu; (f) accuracy of charter documents and corporate records of the BitFuFu Parties; (g) accuracy of the list of all assumed or “doing business as” names used by the BitFuFu Parties; (h) required consents and approvals; (i) financial information; (j) books and records; (k) absence of certain changes or events; (l) title to assets and properties; (m) litigation; (n) material contracts; (o) licenses and permits; (p) compliance with laws; (q) ownership of intellectual property; (r) customers and suppliers; (s) accounts receivable and payable; (t) prepayments; (u) employees and benefits; (s) employment matters; (t) leases; (u) tax matters; (v) environmental laws; (w) finders’ fees; (x) powers of attorney and suretyships; (y) directors and officers; (z) international trade matters and anti-bribery compliance; (aa) that BitFuFu is not an investment company; (bb) affiliate transactions; (cc) privacy laws; (dd) OFAC; (ee) board approval, (ff) the truthfulness of other information; and (gg) other customary representations and warranties.

In the Merger Agreement, Arisz, on its behalf and also on behalf of PubCo and Merger Sub when formed (together, the “Parent Parties”) make certain representations and warranties relating to, among other things: (a) proper corporate existence and power; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the agreement and Additional Agreements; (d) absence of conflicts; (e) finders’ fees; (f) issuance of the Aggregate Stock Consideration; (g) capital structure; (h) information supplied; (i) minimum trust fund amount; (j) validity of Nasdaq Stock Market listing; (k) that Arisz is a public reporting company; (l) no market manipulation; (m) board approval; (n) Arisz’s SEC documents and financial statements; (o) absence of litigation; compliance with laws; (p) OFAC; (q) that Arisz is not an investment company; (r) tax matters; (s) PIPE financing; and (t) other customary representations and warranties.

Conduct Prior to Closing; Covenants Pending Closing

BitFuFu and the Parent Parties have agreed to operate their respective business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

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The Merger Agreement also contains customary closing covenants.

Conditions to Closing

General Conditions to Closing

Consummation of the Merger Agreement and the transactions herein is conditioned on, among other things, (i) no provisions of any applicable law and no order prohibiting or preventing the consummation of the closing; (ii) there not being any action brought by a third party that is not an affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the closing; (iii) all consents, approvals and filings required to consummate the transactions contemplated by the Merger Agreement shall have been made or obtained; (iv) the SEC having declared the registration statement with respect to the Business Combination effective, and no stop order suspending the effectiveness of the registration statement or any part thereof having been issued; (v) the Merger Agreement, each of the additional agreement as described in the Merger Agreement and the transactions contemplated thereby, having been duly authorized and approved by the shareholders of Purchaser; (v) the Merger Agreement, each of the additional agreement as described in the Merger Agreement and the transactions contemplated thereby, having been duly authorized and approved by the shareholders of the Company; (vii) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have been made and any applicable waiting period shall have been completed; (viii) as of the closing, PubCo shall have at least $5,000,001 in net tangible assets; and (ix) each of PubCo and Merger Sub shall have been formed and shall have executed a joinder agreement to the Merger Agreement.

BitFuFu’s Conditions to Closing

The obligations of BitFuFu to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

        the Parent Parties complying with all of obligations under the Merger Agreement in all material respects;

        the representations and warranties of the Parent Parties being true on and as of the date of the Merger Agreement and the closing date of the transactions except as would not be expected to have a material adverse effect;

        the Company having received a copy of each of the Additional Agreements to which any Parent Party is a party, duly executed and in full force and effect, as well as a copy of each of the Additional Agreements duly executed by all required parties thereto, other than the Parent Parties;

        the Parent Parties complying with the reporting requirements under the Securities Act and Exchange Act;

        there having been no material adverse effect to the Parent Parties and

        PubCo having remained listed on Nasdaq and the additional listing of the Closing Payment Shares shall have been approved by Nasdaq.

Parent Parties’ Conditions to Closing

The obligations of the Parent Parties to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

        BitFuFu complying with all of the obligations under the Merger Agreement in all material respects;

        the representations and warranties of BitFuFu being true on and as of the date of the Merger Agreement and the closing date of the transactions except as would not be expected to have a material adverse effect;

        there having been no material adverse effect to BitFuFu;

        the Parent Parties having received copies of all governmental approvals, and no such governmental approval shall have been revoked;

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        the Parent Parties having received duly executed opinions from BitFuFu’s Cayman Islands counsel in form and substance reasonably satisfactory to them;

        the Parent Parties having received a copy of each of the Additional Agreements to which BitFuFu is a party, duly executed by BitFuFu and in full force and effect, as well as a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Arisz or BitFuFu;

        the aggregate cash proceeds available to the Parent Parties from a private placement or other financing to be consummated simultaneously with the closing of the Acquisition Merger (the “PIPE Investment”) being not less than $50,000,000;

        The Parent Parties having received copies of certain third party consents, and no such consents have been revoked and the listing of the PubCo’s securities shall have been approved by Nasdaq subject to official notice of issuance;

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to the shareholders of Arisz, by:

        mutual written consent of the Parent Parties and BitFuFu;

        any of the Parent Parties, if any of the representations or warranties of BitFuFu shall not be true and correct, or if BitFuFu has failed to perform any covenant which, if capable of being cured is not cured (or waived by the Parent Parties) by the earlier of (i) the Outside Date or (ii) 20 days after written notice thereof is delivered to BitFuFu, provided that the Parent Parties are not in breach of the Merger Agreement at such time;

        BitFuFu, if any of the representations or warranties of the Parent Parties shall not be true and correct, or if any Parent Party has failed to perform any covenant which, if capable of being cured is not cured (or waived by the Company) by the earlier of (i) the Outside Date or (ii) 20 days after written notice thereof is delivered to the Parent Parties, provided that the Company is not in breach of the Merger Agreement at such time; or

        BitFuFu or any Parent Party on or after the Outside Date, (i) if the Acquisition Merger shall not have been consummated prior to the Outside Date; provided, however, that the terminating party shall not be in breach of the Merger Agreement as of the date of such termination; (ii) if any governmental order preventing the consummation of the Business Combination shall be in effect and shall have become final and non-appealable; or (iii) if any of the matters to be approved by Purchaser’s shareholders in connection with the Business Combination are not so approved;

        the Parent Parties if the shareholders of BitFuFu fail to approve the Business Combination on or before the date specified in the Merger Agreement; or

        the Parent Parties, in the event that BitFuFu fails to deliver its audited 2020 and 2021 financial statements to the Parent Parties on or before March 31, 2022.

Amendment No. 2 to Merger Agreement

On October 10, 2022, each of Arisz and BitFuFu entered into that certain Amendment (“Amendment No. 2”) to the Merger Agreement to provide, among other things:

(1)    that until the earlier of (x) termination of the Merger Agreement in accordance with its terms, and (y) forty-five (45) calendar days prior to the Outside Date, neither BitFuFu nor the Parent Parties (as defined in the Merger Agreement) shall participate in discussions, negotiations or related activities with any Person concerning any Alternative Transaction,

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(2)    that BitFuFu and Arisz shall cause the amendment and/or termination of certain agreements in order to remove all existing restrictions on four hundred thousand (400,000) Insider Shares that are currently subject to transfer restrictions, so that such shares are freely tradeable upon the Closing;

(3)    for a loan from BitFuFu to Arisz in the amount of Two Million Two Hundred and Twenty Thousand Dollars ($2,220,000) for the purpose of funding any payment due in connection with an extension of the period of time for Arisz to consummate a business combination and for working capital purposes (the “Loan”). The Loan shall be funded in three equal installments on each of October 26, 2022, January 26, 2023 and April 26, 2023, in each case in the amount of Seven Hundred Forty Thousand Dollars ($740,000). Of each such installment, the sum of Six Hundred Ninety Thousand Dollars ($690,000) (the “Extension Funding Amount”) shall be used to cover the extension costs, and the remaining Fifty Thousand ($50,000) shall be used for working capital. In the event that the actual extension costs are less than the Extension Funding Amount, Arisz shall promptly repay the difference between such actual extension costs and the Extension Funding Amount. Arisz shall issue a promissory note for the amount of the Loan in favor of the Company;

(4)    that the Outside Date is extended to August 1, 2023;

(5)    that the Merger Agreement may be terminated (a) by the Parent Parties, in the event that BitFuFu fails to fund any of the installment amounts of the Loan specified in Section 9.8 of the Merger Agreement by the applicable due dates, (h) by the Parent Parties or BitFuFu, in the event that the Parent Parties fail to obtain any extension to the termination date by which time Arisz must cease operations unless a business combination has been consummated and (i) by BitFuFu, in the event that Arisz defaults on the Promissory Note as specified in such Section 9.8, which default remains not cured within ten (10) calendar days; and

(6)    for (i) a Parent breakup fee payable by BitFuFu to Arisz equal to Four Million Dollars ($4,000,000) in cash in the event of the termination of the Merger Agreement by Arisz pursuant to Section 11.1(b) of the Merger Agreement or as a result of BitFuFu’s refusal to consummate the transactions contemplated thereby and (ii) a Company breakup fee payable by Arisz to BitFuFu in the amount of Five Million Dollars ($5,000,000) in the event of the termination of the Merger Agreement by BitFuFu pursuant to Section 11.1(c) of the Merger Agreement or as a result of Arisz’s refusal to consummate the transactions contemplated thereby.

On October 10, 2022, Arisz issued a promissory note for the amount of the Loan in favor of BitFuFu (the “Promissory Note”), pursuant to which Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan, to BitFuFu or its designee as payment of its obligations under the Loan, except in the event that the actual extension costs are less than the Extension Funding Amount, Arisz shall wire such prepayment to such account as designated by BitFuFu.

Amendment No. 3 to Merger Agreement

On April 24, 2023, each of Arisz and BitFuFu entered into that certain Amendment (“Amendment No. 3”) to the Merger Agreement to provide, among other things: (1) to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes and (2) that the third installment of the Loan will be in the amount of $450,000.

Amendment No. 4 to Merger Agreement

On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (“Amendment No. 4”) to provide, among other things: (1) that the Outside Date be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the payments to be made pursuant to the Promissory Note for the purpose of funding extensions as set forth therein. In accordance therewith, on July 28, 2023, Arisz and BitFuFu amended and restated the Promissory Note.

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Indemnification

The Merger Agreement does not provide for indemnification obligations for any party. All representations and warranties contained in the Merger Agreement shall terminate as of the Closing date.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement which is attached hereto as Annex A.

The Redomestication Merger

Immediately prior to the Acquisition Merger, Arisz will reincorporate to Cayman Islands by merging with and into the PubCo, a Cayman Islands exempted company and wholly owned subsidiary of Arisz. The separate corporate existence of Arisz will cease and PubCo will continue as the surviving corporation. In connection with the Redomestication Merger, all outstanding ARIZ Units will separate into their individual components of ARIZ Common Stock, ARIZ Rights and ARIZ Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Arisz stockholders shall be exchanged as follows:

(i)     Each share of ARIZ Common Stock, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such ARIZ Common Stock, PubCo shall issue to each Arisz stockholder (other than Arisz stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Class A Ordinary Share, which shall be fully paid;

(ii)    Each ARIZ Warrant issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into one PubCo Warrant to purchase three-fourths (3/4) of one PubCo Class A Ordinary Share (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the ARIZ Warrants; and

(iii)   The holders of ARIZ Rights issued and outstanding immediately prior to the effective time of the Redomestication Merger will obtain one PubCo Right in exchange for the cancellation of each ARIZ Right; provided, however, that no fractional shares will be issued, and all fractional shares will be rounded to the nearest whole share.

Upon the closing of the Redomestication Merger, PubCo Ordinary Shares will be reclassified into PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares, where each PubCo Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at all general meetings of the post-Redomestication Merger surviving company and each PubCo Class B Ordinary Share shall be entitled to five (5) votes on all matters subject to vote at all general meetings of the post-Redomestication Merger surviving company.

On December 19, 2023, BitFuFu Inc., Arisz and Continental Stock Transfer & Trust Company entered into a supplemental warrant agreement (the “Supplemental Warrant Agreement”), pursuant to which, among other things, effective as of the Effective Time, BitFuFu will assume the obligations of Arisz under that certain warrant agreement, dated November 17, 2021, by and between Arisz and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”). Pursuant to the Business Combination Agreement and the Supplemental Warrant Agreement, each issued and outstanding warrant of Arisz sold to the public and to Arisz Sponsor, in a private placement in connection with Arisz’s initial public offering will be exchanged for a corresponding warrant exercisable for BitFuFu Class A ordinary shares.

The Acquisition Merger

Immediately after and conditional upon the Redomestication Merger, Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into BitFuFu, resulting in BitFuFu being a wholly owned subsidiary of PubCo.

For more information about the Business Combination, please see the sections titled “Proposal No. 1 — The Redomestication Merger Proposal” and “Proposal No. 2 — The Acquisition Merger Proposal.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

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Post-Business Combination Structure and Impact on the Public Float

The following chart illustrates the ownership structure of PubCo immediately following the Business Combination. The equity interests shown in the diagram below were calculated based on the assumptions that (i) no Arisz stockholder exercises its redemption rights, (ii) none of the parties in the chart below purchase Arisz Common Stock in the open market, (iii) an aggregate of 7,400,000 Class A Ordinary Shares of PubCo are issued to the PIPE Investors; and (iv) there are no other issuances of equity by Arisz prior to or in connection with the consummation of the Business Combination. Notwithstanding the foregoing, the ownership percentages set forth do not take into account the exercise of any PubCo Warrants.

If the actual facts are different than these assumptions, the percentage ownership retained by public stockholders following the Business Combination will be different. The PubCo Warrants and private placement warrants will become exercisable upon the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Management and Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of five members. All members of the PubCo board of directors will be designated by BitFuFu and a majority of whom will be considered “independent” under Nasdaq’s listing standards. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

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Additional Agreements Executed at the Signing of the Merger Agreement

PIPE Subscription Agreements

In connection with the proposed Merger, Arisz and BitFuFu obtained commitments from interested accredited investors (each a “Subscriber”) to purchase Class A Ordinary Shares of PubCo which will be issued in connection with the Closing (the “PIPE Shares”), for an aggregate cash amount of $70,000,000 at a purchase price of $10.00 per share, in a private placement (the “PIPE”). Such commitments are being made by way of the Subscription Agreements (the “PIPE Subscription Agreements”), by and among each Subscriber, Arisz and BitFuFu. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Business Combination. The PIPE Shares are identical to Class A Ordinary Shares of PubCo that will be issued to existing public stockholders of Arisz at the time of the Closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent consummation of the Merger.

Pursuant to the PIPE Subscription Agreements, Purchaser has agreed to file (at Purchaser’s sole cost and expense) a registration statement registering the resale of the shares of common stock to be purchased in the private placement (the “PIPE Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) (i) no later than thirty (30) calendar days following the Closing assuming no additional financial statements are required or desirable to be included at the time of such filing) or (ii) ninety (90) calendar days following the Closing (assuming additional financial statements are required or desirable to be included at the time of such filing). PubCo will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practical but no later than the earlier of (i) the 120th calendar day following the filing date thereof (in the event the SEC notifies PubCo that it will “review” the PIPE Resale Registration Statement) and (ii) the 10th business day after the date PubCo is notified by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. (The rights set forth above granted to the Subscribers pursuant to the PIPE Subscription Agreements are defined as the “PIPE Registration Rights”).

Each PIPE Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the PIPE Subscription Agreements, (iii) any of the conditions to the PIPE Closing are not satisfied or waived on or prior to the PIPE Closing and, as a result thereof, the transactions contemplated by the PIPE Subscription Agreements are not consummated at the PIPE Closing or (iv) the Outside Date (as it may be extended as described therein). Pursuant to the PIPE Subscription Agreements dated January 21, 2022, each of Antdelta Investment Limited and Antpool Technologies (BVI) Limited has committed to purchase 3,000,000 PubCo Class A Ordinary Shares and 2,000,000 PubCo Class A Ordinary Shares, respectively.

Arisz’s Sponsor paid an aggregate of $25,000 (or approximately $0.0145 per share) for its 1,725,000 Insider Shares and such securities may have a value of $17,250,000 at the time of the Business Combination. Because the merger consideration is based on a deemed price per share of $10.00 a share, Arisz’s Sponsor could make a substantial profit after the Business Combination, even if public investors experience substantial losses.

The PIPE Shares will be sold at a purchase price of $10.00 per share, whereas the private units issued and sold to the Sponsor at the time of the IPO were sold at a purchase price of $10.00 per unit, each unit consisting of (a) one share of common stock, (b) one right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and (c) one redeemable warrant, each warrant entitling the holder thereof to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. None of Arisz’s Sponsor, officers, directors or their affiliates are Subscribers in the PIPE transactions.

The foregoing description of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the Subscription Agreement, a copy of which was filed as Exhibit 10.1 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 26, 2022 and is incorporated by reference herein.

On January 11, 2024, Arisz, BitFuFu, PubCo and Merger Sub entered into an amended and restated PIPE Subscription Agreement (the “A&R PIPE Subscription Agreement”) with certain Subscribers, a PIPE Subscription Agreement with a new Subscriber and a PIPE termination agreement with an existing Subscriber pursuant to which the PIPE aggregate cash amount was increased to $74,000,000, at a purchase price of $10.00 per share. The A&R PIPE Subscription Agreement and New PIPE Subscription Agreement contain substantially similar terms as the PIPE Subscription Agreement.

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The foregoing description of the A&R PIPE Subscription Agreements and New PIPE Subscription Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the form of the A&R PIPE Subscription Agreements and New PIPE Subscription Agreement copies of which were filed as Exhibits 10.1 and 10.2 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 11, 2024 and are incorporated by reference herein.

Backstop Agreements

On July 14, 2022, each of Arisz, the Company, the Purchaser and Arisz’s Sponsor (along with any assignee of Arisz’s Sponsor, the “Buyer”) entered into a backstop agreement (the “Backstop Agreement”) whereby, in connection with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than US$1.25 million worth of shares of Arisz common stock par value $0.0001 per share or Purchaser’s Class A ordinary shares, as specified therein. The Backstop Agreement terminated as per its terms on July 31, 2022.

On October 13, 2022 the parties to the Backstop Agreement entered into a new backstop agreement (the “New Backstop Agreement”) substantially on the same terms as the Backstop Agreement with the only substantive additional terms being that: (1) the subscription amount is $2.0 million worth of shares and (2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date that the Merger Agreement is terminated, on its terms.

The foregoing description of the New Backstop Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the New Backstop Agreement, a copy of which was filed as Exhibit 10.2 to Arisz’s Current Report on Form 8-K, filed with the SEC on October 14, 2022 and is incorporated by reference herein.

Amended and Restated Subscription Agreements

Contemporaneously with the execution of the Merger Agreement each of Chardan Capital Markets, LLC (“Chardan”) and the Sponsor executed amendments to the subscription agreements that had been executed by each of them on November 17, 2021 in connection with Arisz’s initial public offering, and filed as Exhibits 10.5 and 10.6, respectively, to the Current Report on Form 8-K filed by Arisz on November 23, 2021 (the “Amended and Restated Subscription Agreements”). Pursuant to the Amended and Restated Subscription Agreements, each of Chardan and Sponsor agreed, among other things not to transfer assign or sell any Private Units, Over-Allotment Units (each as defined in the Amended and Restated Subscription Agreements) or their underlying securities, until the consummation of a business combination involving Arisz.

The foregoing description of the Amended and Restated Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, copies of which was filed as Exhibit 10.6 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 26, 2022 and is incorporated by reference herein.

Sponsor Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of Arisz common stock entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.2 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 26, 2022 and is incorporated herein by reference.

Shareholder Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of BitFuFu’s Ordinary Shares entered into a support agreement (the “Shareholder Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.3 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 26, 2022 and is incorporated herein by reference.

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Stock Purchase Agreements

In connection with the execution of the Merger Agreement, Arisz Investment LLC (the “Sponsor”) and ET, entered into a stock purchase agreement (the “ET Stock Purchase Agreement”), pursuant to which ET purchased 128,206 shares of Arisz common stock (the “ET Shares”) from the Sponsor for a purchase price of $1,250,000. Subject to the satisfaction of conditions set forth in the ET Stock Purchase Agreement, the Sponsor shall cause the ET Shares to be transferred on the books and records of Arisz to ET. As of the date of this proxy statement/prospectus, the transfer of ET Shares has been completed. In addition, on October 10, 2022, the Sponsor and ET, entered into a stock purchase agreement (the “Second ET Stock Purchase Agreement”), pursuant to which ET purchased 76,142 shares of Arisz common stock (the “Additional ET Shares”) from the Sponsor for a purchase price of $750,000. Subject to the satisfaction of conditions set forth in the Second ET Stock Purchase Agreement, the Sponsor shall cause the Additional ET Shares to be transferred on the books and records of Arisz to ET. As of the date of this proxy statement/prospectus, the transfer of Additional ET Shares has not been completed.

In connection with the execution of the Merger Agreement, the Sponsor and Aqua Pursuit International Limited, the financial advisor of BitFuFu (“Aqua”), entered into a stock purchase agreement (the “Aqua Stock Purchase Agreement”), pursuant to which Aqua purchased 200,000 shares of Arisz common stock (the “Aqua Shares”) from the Sponsor for a purchase price of $2,000,000. Subject to the satisfaction of conditions set forth in the Aqua Stock Purchase Agreement, the Sponsor shall cause the Aqua Shares to be transferred on the books and records of Arisz to Aqua upon the consummation of any business combination (as defined in Arisz’s organizational documents). On October 10, 2022, Aqua and the Sponsor entered into an amendment to the Aqua Stock Purchase Agreement, pursuant to which the amount of Aqua Shares purchased from the Sponsor was changed from 200,000 shares of Arisz common stock to 260,000 shares of Arisz common stock, and the purchase price was changed from $2,000,000 to $2,500,000.

Additional Agreements to be Executed at Closing

Amended and Restated Registration Rights Agreement

At the closing of the Business Combination, Purchaser will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of Arisz with respect to certain shares, units, private units (and the private shares, private warrants and private rights included therein) to the extent they own at the Closing. The Amended and Restated Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Purchaser will agree to pay certain fees and expenses relating to registrations under the Purchaser Amended and Restated Registration Rights Agreement.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which was filed as Exhibit 10.5 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 26, 2022, and is incorporated herein by reference.

Lock-Up Agreements

At the closing of the Business Combination, certain holders of BitFuFu’s ordinary shares will execute lock-up agreements (the “Lock-up Agreements”). Pursuant to the Lock-Up Agreements such holders shall agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any PubCo Ordinary Shares to be received by them in connection with the Business Combination (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive PubCo Ordinary Shares if any, acquired during the Lock-Up Period (as defined below)), the “Lock-up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is six months after the date of the Closing (the “Lock-Up Period”).

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a form of which was filed as Exhibit 10.4 to Arisz’s Current Report on Form 8-K, filed with the SEC on January 26, 2022 and is incorporated herein by reference.

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Redemption Rights

Pursuant to Arisz’s amended and restated certificate of incorporation, Arisz’s public stockholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. As of January 21, 2024, this would have amounted to approximately $11.13 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (x) hold public ARIZ Common Stock or (y) hold public ARIZ Common Stock through ARIZ Units and you elect to separate your ARIZ Units into the underlying public ARIZ Common Stock, public ARIZ Rights and public ARIZ Warrants prior to exercising your redemption rights with respect to the public ARIZ Common Stock; and

(ii)    prior to 5:00 p.m., Eastern Time, on February 15, 2024, (a) submit a written request to the transfer agent that Arisz redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

Holders of outstanding ARIZ Units must separate the underlying ARIZ Common Stock, ARIZ Warrants and ARIZ Rights prior to exercising redemption rights with respect to the ARIZ Common Stock. If ARIZ Units are registered in a holder’s own name, the holder must deliver the certificate for its ARIZ Units to the transfer agent with written instructions to separate the ARIZ Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the ARIZ Common Stock from the ARIZ Units.

If a broker, dealer, commercial bank, trust company or other nominee holds ARIZ Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s ARIZ Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of ARIZ Units to be separated and the nominee holding such ARIZ Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant ARIZ Units and a deposit of an equal number of ARIZ Common Stock, ARIZ Warrants and ARIZ Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the ARIZ Common Stock from the ARIZ Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their ARIZ Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Special Meeting. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the Special Meeting not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the ARIZ Common Stock.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

A redemption payment will only be made if the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Arisz will promptly return the share certificates to the public stockholder.

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The Proposals

At the Special Meeting, Arisz’s stockholders will be asked to vote on the following:

        the Redomestication Merger Proposal;

        the Acquisition Merger Proposal;

        the Nasdaq Proposal;

        the Governance Proposal; and

        the Adjournment Proposal.

Please see the section titled “The Special Meeting” on page 92 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of the record date, there were 5,155,754 shares of ARIZ Common Stock issued and outstanding. Only Arisz’s stockholders who hold shares of ARIZ Common Stock of record as of the close of business on January 3, 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ARIZ Common Stock present and entitled to vote at the Special Meeting.

As of the record date, the initial stockholders and Chardan collectively owned and are entitled to vote 2,001,389 shares of ARIZ Common Stock, or approximately 38.8% of Arisz’s outstanding shares. With respect to the Business Combination, the initial stockholders and Chardan, which owns approximately 60% of Arisz’s outstanding shares as of the record date, have agreed to vote their ARIZ Common Stock in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal, and intend to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting Arisz will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of BitFuFu issuing shares for the net assets of Arisz, accompanied by a recapitalization. The net assets of Arisz will be stated at fair value which approximates historical costs as Arisz has only cash and short-term liabilities. No goodwill or other intangible assets relating to the Business Combination will be recorded. Operations prior to the business combination will be those of BitFuFu.

Foreign Private Issuer

PubCo will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Controlled Company

PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules because Mr. Leo Lu, the founder of BitFuFu, will hold a majority of the aggregate voting power of PubCo upon the completion of the Business Combination.

For so long as PubCo remains as a “controlled company,” PubCo is permitted to elect not to comply with certain corporate governance requirements, including an exemption from the rule that a majority of its board of directors must be independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For details, see “Risk Factor — Risks Related to PubCo’s Securities — PubCo will be a “controlled company” under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements that could adversely affect PubCo’s public shareholders.”

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Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenues for the last fiscal year, PubCo qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, PubCo will be able to may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of its internal control over financial reporting. Under the JOBS Act, PubCo also does not need to comply with any new or revised financial accounting standards until the date that private companies are required to do so.

PubCo will remain an emerging growth company until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter. Once PubCo ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.

Regulatory Approvals

The Redomestication Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plans of Merger with respect to each of the Redomestication Merger and the Acquisition Merger and the issuance of a certificate of merger in respect thereof.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Arisz Board in favor of adoption of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that Arisz’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including the following:

        If the proposed Business Combination is not completed by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then Arisz will be required to liquidate, unless Arisz seeks stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated. In such event, the 1,725,000 shares of ARIZ Common Stock held by the initial stockholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately $18.9 million based on the closing price of ARIZ Common Stock of $10.98 on Nasdaq as of January 19, 2024;

        If the proposed Business Combination is not completed by February 24, 2024 (if the Sponsor elects to extend the consummation deadline to that date as described herein), then unless Arisz seeks further stockholder approval to amend the Current Charter to extend the date by which an initial business combination may be consummated (as described herein), the 276,389 Private Units purchased by the Sponsor and Chardan for a total purchase price of approximately $2.7 million, will be worthless. Such Private Units had an aggregate market value of approximately $3.0 million based on the closing price of ARIZ Units of $10.70 on Nasdaq as of January 19, 2024; and

        The exercise of Arisz’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

Recommendations of the Arisz Board to the Arisz Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Arisz Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Arisz and its stockholders. In reaching its decision with respect to the Redomestication Merger and the Acquisition Merger,

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the Arisz Board reviewed various industry and financial data and the due diligence and evaluation materials provided by BitFuFu. The Arisz Board did not obtain a fairness opinion on which to base its assessment. The Arisz Board recommends that Arisz’s stockholders vote:

        FOR the Redomestication Merger Proposal;

        FOR the Acquisition Merger Proposal;

        FOR the Nasdaq Proposal;

        FOR the Governance Proposal; and

        FOR the Adjournment Proposal.

Recent Development in the Digital Asset Industry

The prices of digital assets, including Bitcoin, have experienced substantial volatility. For example, the price of Bitcoin ranged from approximately US$30,000 to approximately US$68,000 in 2021, from approximately US$16,000 to approximately US$46,000 in 2022, and from approximately US$16,600 to approximately US$30,500 in the six months ended June 30, 2023, according to Google Finance. During 2022, and more recently, in the first quarter of 2023, a number of companies in the digital asset industry have declared bankruptcy, including Core Scientific Inc. (“Core Scientific”), Celsius Network LLC (“Celsius”), Voyager Digital Ltd. (“Voyager Digital”), Three Arrows Capital, BlockFi Lending LLC (“BlockFi”), FTX Trading Ltd. (“FTX”), and Genesis Global Holdco LLC (“Genesis Holdco”). Those bankruptcy proceedings have contributed, at least in part, to further price decreases in Bitcoin, a loss of confidence in the participants of the digital asset ecosystem and negative publicity surrounding the digital asset industry. At the time of FTX’s bankruptcy filing, BitFuFu deposited US$2.1 million and 480 units of Bitcoins in account maintained at FTX. As of the date of this proxy statement/prospectus, aside from (1) the general decrease in the price of Bitcoin and in the stock price of companies engaging in digital asset mining and trading business that may be attributable to recent bankruptcies in the digital asset industry, and (2) the impairment loss on assets held by FTX in the amount of US$9.8 million recorded by BitFuFu in 2022 (remeasured using the carrying value of Bitcoins as of December 31, 2022) in connection with the FTX bankruptcy proceeding, BitFuFu has not been materially impacted by those bankruptcies and the recent disruption in the digital asset industry. As of the date of this proxy statement/prospectus, other than FTX, BitFuFu has no material contractual relationship with any company in the digital asset industry that has experienced bankruptcy. Additionally, the recent disruption in the digital asset industry has not materially affected BitFuFu’s relationship with suppliers or customers. While BitFuFu has not been materially impacted by any liquidity or insolvency issues with such third parties to date, there is no guarantee that its counterparties will not experience liquidity or insolvency issues in the future. For example, prior to December 2022, BitFuFu held digital assets pre-paid by customers for their anticipated purchase of services, and temporarily held mining rewards of customers on their behalf if such customers do not have their own digital asset wallets. The digital assets that BitFuFu safeguards for its customers were stored at custodial wallet maintained by Coinbase and Cobo Wallet. In light of the broader market conditions in the digital asset industry, there can be no assurance that other market participants, including Coinbase, Cobo Wallet and hosting facility suppliers will not ultimately be impacted. BitFuFu continues to closely monitor the development in digital asset industry, and will conduct diligence, including into liquidity or insolvency issues, on third-party service providers in the digital asset industry with whom it has potential or ongoing relationships. However, BitFuFu cannot provide any assurance that it will not be materially impacted in the future by bankruptcies of market participants and recent disruption in the digital asset industry. See “Risks Factors — Risks Related to BitFuFu’s Industry.”

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 40 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Arisz’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following the consummation of the Business Combination.

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Risks Related to BitFuFu’s Business

        BitFuFu’s limited operating history and rapid growth making it difficult to evaluate its business and prospects;

        BitFuFu’s ability to innovate and provide services and products that meet the expectations of its customers;

        price fluctuations of digital assets, in particular that of Bitcoin;

        BitFuFu’s ability to compete effectively against its current and future competitors;

        BitFuFu’s reliance on a limited number of suppliers to provide it with digital asset mining equipment, hosting facilities, and other products or services critical to its business;

        BitFuFu’s customer concentration; and

        risks related to power supply, including increases in power costs and power outage.

Risks Related to BitFuFu’s Operations

        security breaches, threats and attacks affecting BitFuFu or the digital asset industry;

        system failure or other service disruptions of BitFuFu’s system;

        BitFuFu’s ability to maintain relevant licenses and permits;

        BitFuFu’s reliance on third-party service providers to safeguard and manage certain digital assets;

        risks related to loss of digital assets;

        involvement in legal or other disputes;

        risks related to prepayments and deposits to suppliers and account receivables from customers; and

        uncertainties with respect to the accounting treatment of digital assets.

Risks Related to BitFuFu’s Industry

        adverse changes in the regulatory and policy environment of digital assets and relevant industry players in multiple jurisdictions;

        concerns about greenhouse gas emissions, global climate change and other ESG issues;

        changes to the method of validating blockchain transactions;

        increase in mining difficulty and reduced economic returns of digital asset mining activities;

        reduced demand for blockchain technology, blockchain networks and digital assets; and

        fraud, hacking or other adverse events to the digital asset networks.

Risks Related to the Regulatory Framework

        current and future legislation imposing greater restrictions on the digital assets;

        determination of BitFuFu as an investment company under the 1940 Act and relevant regulatory requirements;

        requirement to register as money services business or similar compliance requirements;

        a digital asset’s being determined as a “security” under relevant laws, and the related registration and other compliance requirements; and

        BitFuFu’s difficulties in securing relationship with financial institutions due to its operations in the digital asset industry.

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Risks Related to Arisz and the Business Combination

        requirement to liquidate the Trust Account if Arisz cannot consummate an initial business combination;

        a substantial majority of our public stockholders may redeem their Public Shares;

        redemption of Public Shares may not put a stockholder in a better economic position;

        the requirement to tender shares in order to seek redemption;

        third party claims could reduce the proceeds held in the Trust Account;

        distributions to Arisz’s stockholders could be viewed as an unlawful payment;

        Arisz’s due diligence investigation of BitFuFu may not be adequate;

        risks and uncertainties in not going through a traditional underwritten initial public offering;

        Initial Stockholders will vote in favor of the Proposals, regardless of how public stockholders vote;

        possibility of expensive stockholder litigation and regulatory inquiries;

        Initial Stockholders may have a conflict of interest since they will not participate in liquidation distribution;

        Initial Stockholders may receive a positive return on their investments even if public stockholders experience a negative return;

        Sponsor, executive officers, directors and certain affiliates may have interests that are different from, or in addition to, your interests as a stockholder;

        redeeming stockholders must comply with specific requirements;

        redeeming stockholders may be unable to sell their shares if the Business Combination is not consummated;

        exercise of existing registration rights could adversely affect the market price of Arisz’s securities;

        Arisz will not obtain a fairness opinion from an unaffiliated third party;

        Business Combination’s benefits may not meet the expectations of financial or industry analysts;

        costs incurred in connection with the Business Combination will reduce the cash available;

        pro forma financial information may not be indicative of actual financial condition or results of operations;

        termination of the Merger Agreement could negatively impact Arisz;

        potential waiver of some conditions to the Business Combination without stockholder approval;

        having a minority share position may reduce your influence on the management of PubCo; and

        any purchases of Public Shares by Arisz’s affiliates will increase the likelihood of approval of the Proposals and may affect the market price of Arisz’s securities.

Risks Related to PubCo’s Securities

        no public market for PubCo’s shares and uncertainty in the development of an active trading market for PubCo’s shares;

        price volatility of PubCo’s shares;

        sale or availability for sale of substantial amounts of PubCo’s shares;

        potential dilution for existing shareholders upon PubCo’s issuance of additional shares;

        potential treatment of PubCo as a passive foreign investment company;

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        the dual-class structure of the PubCo and impact on relevant shareholders’ ability to influence corporate matters;

        PubCo’s Memorandum and Articles of Association and Cayman Islands law may have the effect of discouraging lawsuits against PubCo’s directors and officers;

        anti-takeover provisions contained in PubCo’s Memorandum and Articles of Association, as well as provisions of Cayman Islands law, could impair a takeover attempt;

        exemptions from requirements applicable to other public companies due to PubCo’s status as an emerging growth company;

        difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against PubCo or its management named in the proxy statement/prospectus based on foreign laws;

        significant redemptions could cause the Ordinary Shares of PubCo to become less liquid;

        ability to meet the initial listing requirements to be listed on Nasdaq or maintain the listing of its securities on Nasdaq in the future; and

        exemptions from certain corporate governance requirement under the Corporate Governance Rules of Nasdaq due to PubCo’s status as a “controlled company.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

BitFuFu and Arisz are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

SELECTED HISTORICAL FINANCIAL INFORMATION OF ARISZ

The following tables set forth summary historical financial data derived from Arisz’s audited financial statements as of September 30, 2023 included elsewhere in this proxy statement/prospectus. Such financial information should be read in conjunction with the unaudited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Arisz” and Arisz’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

STATEMENT OF OPERATIONS
For the Year Ended September 30, 2023

General and administrative expenses

 

$

585,514

 

Franchise tax expense

 

 

40,000

 

Loss from operations

 

 

(625,514

)

Other income:

 

 

 

 

Interest earned on investments held in Trust Account

 

 

2,386,358

 

Other expense:

 

 

 

 

Interest expense on Bitfufu loan

 

 

51,229

 

Income before income tax expense

 

 

1,709,615

 

Income tax expense

 

 

492,735

 

Net income

 

$

1,216,880 

 

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

 

 

5,432,532

 

Basic and diluted net income per share, common stock subject to possible redemption

 

$

0.36

 

Basic and diluted weighted average shares outstanding, non-redeemable common stock

 

 

2,001,389

 

Basic and diluted net loss per share, non-redeemable common stock

 

$

(0.36

BALANCE SHEET DATA
As of September 30, 2023

Total assets

 

$

34,344,418

 

Total liabilities

 

$

5,917,894

 

Working capital deficit(1)

 

$

(2,911,056

)

Total stockholders’ deficit

 

$

(5,680,939

)

____________

(1)      Working capital deficit is defined as total current assets minus total current liabilities (excluding income tax and franchise tax payable).

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SELECTED HISTORICAL FINANCIAL INFORMATION OF BITFUFU

BitFuFu presents below its summary consolidated financial data for the periods indicated. The following summary consolidated statements of comprehensive income/(loss) data for the 2020 period, 2021 and 2022, summary consolidated balance sheets data as of December 31, 2020, 2021 and 2022, and summary consolidated cash flow data for the 2020 period, 2021 and 2022 have been derived from BitFuFu’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The following summary consolidated statements of comprehensive income/(loss) data for the six months ended June 30, 2022 and 2023, summary consolidated balance sheets data as of June 30, 2023 and summary consolidated cash flows data for the six months ended June 30, 2023 have been derived from BitFuFu’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary consolidated financial data should be read in conjunction with BitFuFu’s consolidated financial statements and related notes and “BitFuFu’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The consolidated financial statements are prepared and presented in accordance with or U.S. GAAP. BitFuFu’s historical results are not necessarily indicative of its results for any future periods.

Summary Consolidated Statements of
Comprehensive (Loss)/Income

 

2020
period

 

Year ended
December 31,

 

Six months ended
June 30,

2021

 

2022

 

2022

 

2023

   

US$

 

US$

 

US$

 

US$

 

US$

Total revenues

 

102,260

 

 

103,043,585

 

 

198,198,774

 

 

81,797,875

 

 

134,237,020

 

Cost of revenues incurred to a related party

 

 

 

(7,007,454

)

 

(83,877,580

)

 

(24,157,627

)

 

(87,432,665

)

Cost of revenues incurred to
third parties

 

(90,617

)

 

(87,007,158

)

 

(59,954,875

)

 

(38,258,116

)

 

(23,970,326

)

Cost of revenues – depreciation and amortization

 

 

 

 

 

(18,134,149

)

 

(5,679,511

)

 

(12,127,136

)

Total cost of revenues

 

(90,617

)

 

(94,014,612

)

 

(161,966,604

)

 

(68,095,254

)

 

(123,530,127

)

Gross profit

 

11,643

 

 

9,028,973

 

 

36,232,170

 

 

13,702,621

 

 

10,706,893

 

Sales and marketing expenses

 

(3,395

)

 

(1,606,731

)

 

(1,952,111

)

 

(1,084,514

)

 

(841,674

)

General and administrative expenses

 

(44,931

)

 

(1,421,509

)

 

(2,735,501

)

 

(1,193,807

)

 

(1,474,538

)

Research and development expenses

 

(57,616

)

 

(469,931

)

 

(1,564,367

)

 

(701,858

)

 

(835,370

)

Credit loss provision for receivables

 

 

 

 

 

(608,188

)

 

 

 

 

Impairment loss on assets held by FTX

 

 

 

 

 

(9,826,600

)

 

 

 

 

Impairment loss on digital assets

 

 

 

 

 

(12,948,969

)

 

(7,288,694

)

 

(3,923,581

)

Impairment loss on mining equipment

 

 

 

 

 

(11,849,595

)

 

 

 

 

Loss on disposal of subsidiary

 

 

 

(64,490

)

 

 

 

 

 

 

Realized gain on sale/exchange of digital assets

 

1,567

 

 

369,200

 

 

4,947,841

 

 

1,460,538

 

 

7,420,716

 

Realized fair value gain on digital asset borrowings

 

 

 

 

 

4,206,292

 

 

4,206,292

 

 

 

Total operating income/(expenses)

 

(104,375

)

 

(3,193,461

)

 

(32,331,198

)

 

(4,602,043

)

 

345,553

 

Operating profit/(loss)

 

(92,732

)

 

5,835,512

 

 

3,900,972

 

 

9,100,578

 

 

11,052,446

 

Interest expense