FUFUW BitFuFu Inc

As filed with the Securities and Exchange Commission on September 11, 2024

Registration No. 333-             

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

BitFuFu Inc.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

111 North Bridge Road,

#15-01, Peninsula Plaza

Singapore 179098

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

2022 Share Incentive Plan

(Full title of the plan)

 

 

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Jessica Zhou

White & Case

16th Floor, York House, The Landmark

15 Queen’s Road Central

Central, Hong Kong

Tel: +852 2822-8725

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
Emerging growth company ☒

 

If an emerging growth company, 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 of 1933, as amended (the “Securities Act”). ☐

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

Item 1.

Plan Information*

 

Item 2.

Registrant Information and Employee Plan Annual Information*

 

*

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

 

The following documents filed or to be filed (other than portions of these documents furnished or otherwise not deemed filed) by BitFuFu Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates and deemed to be a part hereof:

 

(a)

The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 25, 2024 (File No. 001-41972) pursuant to Section 13(a) of the Exchange Act; and

 

(b)

The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form F-1 on filed with the Commission on March 25, 2024 (File No. 333- 278207), including any amendment and report subsequently filed for the purpose of updating that description.

 

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

 

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

 

Item 4.

Description of Securities

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel

 

Not applicable.

 

 

Item 6.

Indemnification of Directors and Officers

 

The laws of the Cayman Islands do not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

 

The Registrant’s amended and restated articles of association, adopted by its shareholders and effective on February 29, 2024 provides that, subject to the provisions of the Cayman Islands laws, directors and officers, past and present, will be entitled to indemnification from the Registrant against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, other than by reason of his or her own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere. The Company has entered into indemnification agreements with each director of the Company.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.

Exemption from Registration Claimed

 

Not applicable.

 

Item 8.

Exhibits

 

See the Index to Exhibits attached hereto.

 

Item 9.

Undertakings

 

(a)	The undersigned Registrant hereby undertakes:

 

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

	(ii)	to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;

 

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant, effective on February 29, 2024 (incorporated herein by reference to Exhibit 1.1 to the Registrant’s annual report on Form 20-F (File No. 001- 41972) filed with the SEC on April 25, 2024)
4.2		Specimen Class A Ordinary Share Certificate of BitFuFu Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 (Reg. No. 333-278207), initially filed with the SEC on March 25, 2024)
5.1*		Opinion of Harney Westwood & Riegels, Cayman Islands counsel to the Registrant, regarding the legality of the ordinary shares being registered
10.1		2022 Share Plan assumed by the Registrant based on the 2022 share incentive plan of Finfront Holding Company upon the consummation of business combination on February 29, 2024 (incorporate herein by reference to Exhibit 10.8 to the Registrant’s annual report on Form 20-F (File No. 001- 41972) filed with the SEC on April 25, 2024)
23.1*		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.2*		Consent of WWC, P.C. Certified Public Accountants, as the independent registered accounting firm for BitFuFu Inc.
23.3*		Consent of Marcum LLP, as the independent registered accounting firm for Arisz Acquisition Corp.
24.1*		Power of Attorney (included on signature page hereto)
107*		Filing Fee Table

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Singapore on the 11th day of September, 2024.

 

	BitFuFu Inc.
	By:	/s/ Leo Lu
		Name:	Leo Lu
		Title:	Director, Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Leo Lu as his or her true and lawful attorney-in-fact and agent, with full power to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on September 11, 2024.

 

Signature		Title
/s/ Leo Lu		Chairman of the Board of Directors and Chief Executive Officer
Leo Lu		(Principal Executive Officer)
/s/ Calla Zhao		Chief Financial Officer
Calla Zhao		(Principal financial and accounting officer)
/s/ Celine Lu		Director
Celine Lu
/s/ Huaiyu Liu		Independent Director
Huaiyu Liu
/s/ Yeeli Hua Zheng		Independent Director
Yeeli Hua Zheng
/s/ Joshua Kewei Cui		Independent Director
Joshua Kewei Cui
/s/ Cheng Yao		Independent Director
Cheng Yao

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of BitFuFu Inc. has signed this registration statement or amendment thereto in New York, New York on September 11, 2024.

 

	COGENCY GLOBAL INC.
	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice President on behalf of Cogency Global Inc.

 

 

II-6

 

Exhibit 5.1

 

Harney Westwood & Riegels 3501 The Center 99 Queen's Road Central Hong Kong Tel: +852 5806 7800 Fax: +852 5806 7810

 

11 September 2024

 

raymond.ng@harneys.com

+852 5806 7883

063243-0001-RLN

 

BitFuFu Inc.

111 North Bridge Road, #15-01

Peninsula Plaza, Singapore 179098

 

Dear Sir or Madam

 

BitFuFu Inc. (the Company)

 

We are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form S-8 (the Registration Statement), including all amendments or supplements thereto, to be filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), on or about the date of this opinion, relating to the registration of 7,500,000 class A ordinary shares (the 2022 Plan Shares) of the Company of a par value of US$0.0001 each (the Class A Ordinary Shares) authorised for issue under the 2022 share incentive plan of the Company (the 2022 Plan). Pursuant to the 2022 Plan, the maximum aggregate number of Class A Ordinary Shares which may be issued under the 2022 Plan is 7,500,000 Class A Ordinary Shares.

 

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

 

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1) which we regard as necessary in order to issue this opinion. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

 

In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not independently verified.

 

 

 

 

The British Virgin Islands is Harneys Hong Kong office's main jurisdiction of practice. Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm. Resident Partners: A Au | M Chu | JP Engwirda | Y Fan | P Kay | MW Kwok | IN Mann R Ng | ATC Ridgers | PJ Sephton 609983971.1

Anguilla | Bermuda | British Virgin Islands | Cayman Islands Cyprus | Hong Kong | Jersey | London | Luxembourg Montevideo | São Paulo | Shanghai | Singapore harneys.com

 

 

Based solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

 

1

Existence and Good Standing. The Company is a company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands as of 27 June 2024. The Company is a separate legal entity and is subject to suit in its own name.

 

2

Authorised Share Capital. Based on our review of the M&A (as defined in Schedule 1), the share capital of the Company is US$50,000.00 divided into 500,000,000 ordinary shares comprising (i) 300,000,000 Class A Ordinary Shares; and (ii) 200,000,000 class B ordinary shares of the Company of a par value of US$0.0001 each.

 

3

Valid Issuance of Shares. The allotment and issuance of the 2022 Plan Shares as contemplated in the Registration Statement and the 2022 Plan have been duly authorised and, when allotted, issued and fully paid for in accordance with the 2022 Plan and the M&A, and when the name(s) of the shareholder(s) are entered in the register of members of the Company, the 2022 Plan Shares will be validly issued, fully paid and non-assessable.

 

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact.

 

In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands.

 

Yours faithfully
/s/ Harney Westwood & Riegels
Harney Westwood & Riegels

 

 

Schedule 1 

 

List of Documents and Records Examined

 

1	A copy of the certificate of incorporation of the Company dated 16 February 2022.

 

2	A copy of the amended and restated memorandum and articles of association of the Company adopted by a special resolution passed and effective on 29 February 2024 (the M&A).

 

3	A copy of the register of directors of the Company provided to us on 4 September 2024.

 

4	A copy of the unanimous written resolutions of the board of directors of the Company dated 6 September 2024.

 

5	A copy of the sole director resolutions of the Company dated 19 December 2023 (together with the resolutions referred to in 4 above, the Resolutions).

 

6	A copy of the certificate of good standing in respect of the Company issued by the Registrar of Companies of the Cayman Islands dated 27 June 2024.

 

7	A copy of the certificate from a director of the Company dated 11 September 2024 (the Director’s Certificate).

 

8	The Register of Writs and other Originating Process of the Grand Court of the Cayman Islands (the Court Register) via a digital system made available through the Grand Court of the Cayman Islands from the incorporation date of the Company to 11 September 2024 (the Court Search Date).

 

9	The Registration Statement filed with the Commission on 11 September 2024.

 

1 to 7 above are collectively referred to in this opinion as the Corporate Documents. The Corporate Documents and the Registration Statement are collectively referred to in this opinion as the Documents.

 

 

Schedule 2 

 

Assumptions

 

1	Authenticity of Documents. All copies of Documents provided to us are true and complete copies of the originals.

 

2

Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete.

 

3	Director’s Certificate. The contents of the Director’s Certificate are true and accurate as at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect this opinion.

 

4	No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.

 

5	Resolutions. The Resolutions have been duly executed by or on behalf of the directors then, and the signature(s) and initial(s) thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect.

 

6	Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statement.

 

 

Schedule 3 

 

Qualifications

 

1	Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement.

 

2

Commercial Terms. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

 

3

Meaning of Non-Assessable. In this opinion the phrase non-assessable means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the assets of the relevant company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

4

Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act (2023 Revision) of the Cayman Islands have been paid and the Registrar of Companies of the Cayman Islands has no knowledge that the Company is in default under the Companies Act.

 

5

Court Search. The search of the Court Register has been undertaken on a digital system made available through the Grand Court of the Cayman Islands, and through inadvertent errors or delays in updating such digital system (and/or the Court Register from which the digital information is drawn) may not constitute a complete record of all proceedings as at the Court Search Date and in particular may omit details of very recent filings. The search of the Court Register would not reveal, amongst other things, any writ, originating summons, originating motion, petition (including any winding-up petition), counterclaim or third party notice (Originating Process) filed with the Grand Court of the Cayman Islands which, pursuant to the rules of the Grand Court of the Cayman Islands or best practice of the Clerk of the Courts’ office, should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating Process which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk of the Courts’ office).

 

 

5

 

Exhibit 23.2

 

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference to this Registration Statement on Form S-8 of our report dated April 25, 2024, relating to the audit of the consolidated balance sheets of BitFuFu Inc. and its subsidiaries (collectively the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows in each of the years for the three year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements) contained herein.

 

	/s/ WWC, P.C.
San Mateo, California	WWC, P.C.
September 11, 2024	Certified Public Accountants
	PCAOB ID: 1171

 

 

 

 

 

 

Exhibit 23.3

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Bitfufu, Inc. on Form S-8 of our report dated December 18, 2023, which includes an explanatory paragraph as to Arisz Acquisition Corp.’s ability to continue as a going concern, with respect to our audits of the financial statements of Arisz Acquisition Corp. as of September 30, 2023 and 2022 and for the two years ended September 30, 2023, appearing in the Annual Report on Form 10-K of Arisz Acquisition Corp. for the year ended September 30, 2023.

 

/s/ Marcum llp

 

Marcum llp

East Hanover, NJ

September 11, 2024

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

FORM S-8

(Form Type)

 

BitFuFu Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Not Applicable

(Translation of Registrant’s Name into English)

 

Table 1: Newly Registered Securities

 

Security Type				Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Share(2)				Maximum Aggregate Offering Price				Fee Rate			Amount of Registration Fee
Fees to Be Paid		Equity		Class A ordinary shares, par value US$0.0001 per share		Rule 457(c) and Rule 457(h)			7,500,000			$	4.30			$	32,250,000			0.0001476			$	4,760.1
		Total Offering Amounts														$	32,250,000						$	4,760.1
		Total Fee Offsets																					$	0
		Net Fee Due																					$	4,760.1

 

(1)

Represents 7,500,000 Class A ordinary shares, par value US$0.0001 per share, of the registrant (the “Ordinary Shares”) authorized for issuance under the 2022 Share Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the maximum aggregate number of Ordinary Shares which may be issued under the 2022 Plan is 7,500,000. As of the date hereof, the 7,500,000 Class A Ordinary Shares have been issued to FUFU ESOP Limited.

 

(2)

The proposed maximum offering price per Ordinary Share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$4.30 per Ordinary Share, the average of the high and low prices for the Registrant’s Ordinary Shares as quoted on the Nasdaq Capital Market on September 6, 2024.

 

 

 

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