United States securities and exchange commission logo
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