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                              January 5, 2024

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

                                                        Re: Bitfufu Inc.
                                                            Registration
Statement on Form F-4
                                                            Filed December 20,
2023
                                                            File No. 333-276181

       Dear Leo Lu:

                                                        We have reviewed your
registration statement and have the following comments.

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

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

       Form F-4

       U.S. Federal Income Tax Consequences of the Business Combination to U.S.
Holders, page 202

   1.                                                   We note that it is
intended that the Domestication qualify as a Reorganization for U.S.
                                                        federal income tax
purposes and that you filed a tax opinion as exhibit 8.1. Given your
                                                        representation that
there is an absence of direct guidance on the application of
                                                        Section 367(a) and 368
of the Code with regards to indirect stock transfers in cross-
                                                        border reorganizations,
the tax opinion should address the degree of uncertainty, state the
                                                        key factors used in the
analysis, and discuss the risks to investors of the uncertain tax
                                                        treatment. Please
revise as appropriate.
       Consolidated Statements of Cash Flows, page F-44

   2.                                                   Please clarify why
interest paid and payment of deferred transaction costs related to
                                                        pending business
combination are presented as financing activities instead of operating
                                                        activities. We refer
you to ASC 230-10-20: "Cash flows from operating activities are
                                                        generally the cash
effects of transactions and other events that enter into the determination
 Leo Lu
Bitfufu Inc.
January 5, 2024
Page 2
       of net income". Please revise or advise.
Notes to the Consolidated Financial Statements
Note 6 - Equity Securities, page F-61

3.     Please clarify whether whether the investment in shares of Arisz common
stock, including
       the amounts classified as prepayments, should be eliminated in the pro
forma combining
       balance sheet (your page 176).
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

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

       Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.



                                                           Sincerely,
FirstName LastNameLeo Lu
                                                           Division of
Corporation Finance
Comapany NameBitfufu Inc.
                                                           Office of Technology
January 5, 2024 Page 2
cc:       Andrei Sirabionian
FirstName LastName