6-K - FUFU - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORTOF FOREIGN ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 OFTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of May 2024

Commissionfile number: 001-41972

BitFuFuInc.

(Exact Name of Registrant as Specified in Its Charter)

111North Bridge Road,

#15-01,Peninsula Plaza

Singapore179098

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBITINDEX

Exhibit No.	Description
99.1	Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BitFuFu Inc.
Date:<br> May 20, 2024	By:	/s/<br> Leo<br> Lu
	Name:	Leo<br> Lu
	Title:	Director,<br> Chief Executive Officer

Exhibit99.1

BitFuFuInc. Reports

UnauditedFirst Quarter 2024 Financial Results

SINGAPORE, May 20, 2024 (GLOBE NEWSWIRE) – BitFuFu Inc., (“BitFuFu” or “the Company”) (NASDAQ: FUFU), a fast-growing digital asset mining service and world-leading cloud-mining service provider, today announced its unaudited financial results for the first quarter ended March 31, 2024.

FirstQuarter 2024 Operational Highlights

●	Hosting<br> capacity of 644 MW diversified across 29 sites on three continents, compared with 513 MW<br> across 22 sites on one continent during the same period of 2023
●	Total<br> mining capacity under management increased 52.1% to a record 28.6 EH/s, compared to 18.8<br> EH/S during the same period of 2023
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●	Cloud-mining<br> registered users increased 63.5% to 321,184 as of March 31, 2024, compared to 196,468 as<br> of March 31, 2023
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●	Bitcoin<br> (“BTC”) production from self-mining operations decreased 11.0% to 1,103 BTCs<br> from 1,239 BTCs in the same period of 2023
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●	BTC<br> production by customers from cloud-mining solutions increased 53.0% to 2,096 BTCs, compared<br> with 1,370 BTCs in the same period of 2023
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●	Cost<br> to mine BTC from self-mining operations averaged US$39,182 per BTC versus US$21,908 per BTC<br> in 2023
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	As of March 31,
---	---	---	---	---
	2024		2023
Metric
Hosting capacity (MW)		644		513
Total mining capacity under management (EH/s) ^(1)^		28.6		18.8
Cloud-mining registered Users		321,184		196,468
	Three Months Ended <br><br>March 31,
---	---	---	---	---
	2024		2023
BTC Produced
From BitFuFu self-mining operations		1,103		1,239
By customers from cloud-mining solutions ^(2)^		2,096		1,370
Average BTC produced per day by customers and BitFuFu		35.5		29.3
(1)	Defined<br> as the hash rate that could theoretically be generated if all miners that have been energized<br> are currently in operation including miners that may be temporarily offline. Hash rates are<br> estimates based on the manufacturers’ specifications.
---	---
(2)	Defined<br> as the amount of BTC that was produced during the period by customers using mining capacity<br> purchased from cloud-mining solutions.

FirstQuarter 2024 Financial Highlights

●	Total<br> revenue was US$144.4 million, representing an increase of 149.0% from US$58.0 million in<br> the same period of 2023
●	Revenue<br> from cloud-mining solutions was US$81.5 million, an increase of 181.0% from US$29.0 million<br> in the same period of 2023
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●	Revenue<br> from Bitcoin self-mining operations was US$60.1 million, an increase of 117.0% from US$27.7<br> million in the same period of 2023
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●	Net<br> income was $35.3 million, compared to US$2.7 million in the same period of 2023
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●	Adjusted<br> EBITDA (non-GAAP) was US$49.9 million, an increase of 430.9% from US$9.4 million in the same<br> period of 2023
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●	Combined<br> balance of cash, cash equivalents, and digital assets^1^ were US$163.7 million<br> as of March 31, 2024, compared with US$76.0 million as of December 31, 2023.
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Leo Lu, Chief Executive Officer and Chairman of the Board of Directors, said, “We started out the year incredibly strongly with total revenue growing 149% year-over-year to US$144 million and net income increasing more than twelve times from the same period last year. This rapid growth directly reflects the enormous synergies that are created by our asset-light strategy that flexibly adjusts and optimizes mining equipment to maximize profitability. Our cloud-mining solutions allow us to reduce revenue volatility created by sharp swings in digital asset prices and significantly strengthen cash flow by pre-selling hashrate at a fixed price that can be invested in expanding our business. We are looking to improve our adaptability by acquiring existing mining facilities or constructing our own in the months ahead to optimize our cost structure and capital allocation even further and expand our bottom line.”

FirstQuarter 2024 Financial Results

Revenue

Total revenue in the first quarter of 2024 was US$144.4 million, representing an increase of 149.0% from US$58.0 million in the same period of 2023, primarily driven by growth in cloud-mining solutions and self-mining operations.

Revenue from cloud-mining solutions in the first quarter of 2024 was US$81.5 million, representing an increase of 181.0% from US$29.0 million in the same period of 2023, primarily due to increases in repeat purchases of cloud-mining services from existing and new customers, and an increase in the average selling price. In the first quarter of 2024, revenue from existing customers was US$76.0 million and new customers was US$5.5 million, accounting for 93.0% and 7.0% of revenue from cloud-mining solutions, respectively. In the first quarter of 2023, revenue from existing customers of US$28.1 million and new customers of US$0.9 million, accounting for 96.9% and 3.1% of revenue from cloud-mining solutions of that period, respectively.

^1^	The<br>Company has early adopted the new FASB Accounting Standards Update (ASU) No. 2023-08, Accounting for and Disclosure of Crypto Assets<br>on January 1, 2024. Under the new standard, the Company’s Bitcoin (“BTC”) holdings are measured at fair value, with changes<br>in fair value recognized in the Company’s income statement.

Revenue from Bitcoin self-mining operations in the first quarter of 2024 was US$60.1 million, representing an increase of 117.0% from US$27.7 million in the same period of 2023. The increase was primarily driven by the optimization of mining operations and favorable market conditions including a 70.0% year-over-year increase in the average hash rate used for self-mining and a 134.0% year-over-year increase in the average price of BTC, which was partially offset by an increase in blockchain difficulty for BTC mining resulting in a decrease in BTC output per tera-hash. BTC production from self-mining operations decreased 11.0% to 1,103 BTCs, from 1,239 BTCs in the same period of 2023, as a result of the increase in blockchain difficulty for BTC mining.

Revenue from hosting services and others in the first quarter of 2024 was US$2.1 million, representing an increase of 61.5% from US$1.3 million in the same period of 2023, primarily due to lower uptime of hosted miners during first quarter of 2023 as a result of the relocation of hosted miners during that period.

Revenue from sales of mining equipment in the first quarter of 2024 was US$0.7 million, compared to no revenue from in the same period of 2023.

In the first quarter of 2024, cloud-mining solutions accounted for 56.4% of total revenue, Bitcoin self-mining operations accounted for 41.6%, and hosting services and others accounted for 2.0%.

Costof Revenue

Cost of revenue in the first quarter of 2024 was US$122.7 million, representing an increase of 120.7% from US$55.6 million in the same period of 2023, primarily due to an increase in costs associated with the expansion of the Company’s cloud-mining solutions and self-mining operations, in line with the corresponding increase in revenue over the same period.

OperatingExpenses

Sales and marketing expenses in the first quarter of 2024 were US$0.4 million, flat when compared to US$0.4 million in the same period of 2023. Despite the 181.0% year-over-year increase in revenue from cloud-mining solutions, the Company did not increase spending on advertising and promotional activities during the quarter due to strong market demand.

General and administrative expenses in the first quarter of 2024 were US$1.9 million, representing an increase of 111.1% from US$0.9 million in the same period of 2023, primarily due to a US$1.2 million increase in legal and other consulting expenses associated with the Company’s public listing on NASDAQ in March 2024 and other business development activities.

Research and development expenses in the first quarter of 2024 were US$0.4 million, representing a decrease of 20.0% from US$0.5 million in the same period of 2023, primarily due to a decrease in payroll costs to technical and development employees.

There were no impairment losses on digital assets during the quarter, compared to US$1.7 million during the same period of 2023.

Starting from January 1, 2024, the Company implemented the early adoption of FASB fair value accounting rules, ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets. The Company recognized a fair value gain on BTC of US$11.8 million that has yet to be realized as of March 31, 2024.

Gain on sales of digital assets in the first quarter of 2024 was US$13.1 million, representing an increase of 191.1% from $4.5 million during the same period of 2023. The increase was primarily due to the increase in the volume of BTC sold. The remaining BTC the Company holds will be retained for further potential capital appreciation, reflecting the Company’s careful and strategic management of its digital asset portfolio and ability to capitalize on favorable market conditions.

NetIncome

Net income in the first quarter of 2024 was US$35.3 million, compared with US$2.7 million in the same period of 2023.

Earningsper Share

Earnings per basic and diluted ordinary share were US$0.23, compared to US$0.02 in the same period of 2023.

AdjustedEBITDA

Adjusted EBITDA in the first quarter of 2024 was US$49.9 million, compared with US$9.4 million in the same period of 2023, of which US$11.8 million was attributed by an unrealized fair value gain on BTC due to the early adoption of FASB fair value accounting rules, ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets.

Liquidityand Capital Resources

As of March 31, 2024, the Company had cash, cash equivalents and digital assets of US$163.7 million, compared with US$76.0 million as of December 31, 2023. The increase was mainly due to the funds raised in connection with its business combination and listing on NASDAQ in March 2024 and the fair value gain on BTC driven by the increase in BTC price.

ConferenceCall

The Company’s management team will hold an earnings conference call at 8:00 A.M. U.S. Eastern Time on Monday, May 20, 2024 (8:00 P.M. Singapore Time on the same day).

All participants must register in advance of the conference call using the link provided below. Upon registration, each participant will receive a confirmation email containing dial-in numbers and a unique access PIN, which will be used to join the conference call.

Registration Link: https://register.vevent.com/register/BI8900c6165a8f47c6be0836f1394524c5

Additionally, a live and archived webcast of the conference call will also be available on the Company’s investor relations website at https://ir.bitfufu.com/.

AboutBitFuFu Inc.

BitFuFu is a fast-growing digital asset mining service and world-leading cloud-mining service provider. BitFuFu received early investment from Bitmain, a world-leading digital asset mining hardware manufacturer, and remains Bitmain’s sole strategic partner in the cloud mining space.

BitFuFu is dedicated to fostering a secure, compliant, and transparent blockchain infrastructure, providing a variety of stable and intelligent digital asset mining solutions to a global customer base. Leveraging its expanding global mining facility network and strategic partnership with Bitmain, BitFuFu enables institutional customers and digital asset enthusiasts to mine digital assets efficiently.

For more information, please visit https://ir.bitfufu.com/.

Non-GAAPFinancial Measure

BitFuFu uses and considers Adjusted EBITDA, a non-GAAP financial measure, as a supplemental metrics in reviewing and evaluating its performance. BitFuFu defines Adjusted EBITDA as (1) GAAP net profit/loss, plus (2) adjustments to add back/(subtract) interest expense/(income), income tax expense/(benefit), depreciation and amortization; and (3) adjustments for non-recurring items, if any. BitFuFu believes that this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating the consolidated financial results in the same manner as its management and in comparing financial results across accounting periods. However, Non-GAAP financial measure is not defined under GAAP and are not presented in accordance with GAAP. Non-GAAP financial measure has limitations as analytical tools, which possibly do not reflect all items of expense that affect the Company’s operations. BitFuFu’s calculation of adjusted EBITDA may be different from the calculation methods of other companies, and therefore, the comparability of such measure may be limited. In addition, this non-GAAP financial measure adjusts for the impact of items that BitFuFu does not consider indicative of the operational performance of its business and should not be considered in isolation or construed as an alternative to net profit/loss or any other measure of performance or as an indicator of its future performance. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

For more information on the non-GAAP financial measure, please see the table captioned “Unaudited Reconciliation of GAAP and non-GAAPResults” set forth at the end of this release. BitFuFu encourages you to review its financial information in its entirety and not rely on a single financial measure.

Forward-LookingStatements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of BitFuFu’s management and are not predictions of actual performance. These statements involve risks, uncertainties and other factors that may cause BitFuFu’s actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. The announced results of the first quarter of 2024 are preliminary and subject to adjustments. All information provided in this press release is as of the date of this press release and the Company does not undertake any duty to update such information, except as required under applicable law.

Forinvestor and media inquiries, please contact:

InvestorRelations

Charley Brady

Vice President, Investor Relations

ir@bitfufu.com

ChristensenAdvisory

bff@christensencomms.com

AppendixI: Financial statements

BITFUFUINC.

STATEMENTSOF COMPREHENSIVE INCOME


		2023
		US ’000
Total revenues
Cost of revenues
Cost of revenues incurred to a related party	)		)
Cost of revenues incurred to third parties	)		)
Cost of revenues – depreciation and amortization	)		)
Total cost of revenues	)		)
Gross profit
Operating expenses
Sales and marketing expenses	)		)
General and administrative expenses	)		)
Research and development expenses	)		)
Impairment loss on digital assets			)
Unrealized fair value gain of Bitcoins
Realized gain on sales of digital assets
Total operating expenses, net
Operating income
Interest expense	)		)
Interest income
Other income/(expenses), net
Income before income taxes
Income tax (expense)/benefit	)		)
Net income and total comprehensive income
Earnings per share:
Ordinary shares – basic and diluted (US)
Weighted average shares outstanding used in calculating basic and diluted earnings per share:
Ordinary shares – basic and diluted

All values are in US Dollars.

*	The<br>amount was less than $500

BITFUFUINC.

CONSOLIDATEDBALANCE SHEETS

	As of March 31, 2024	As of December 31, 2023
	US ’000	US ’000
ASSETS
Current assets:
Cash and cash equivalents
Digital assets
Accounts receivable, net
Prepayments
Amount due from related parties
Inventory
Other current assets
Total current assets
Non-current assets:
Equipment, net
Deposits
Deferred tax assets, net
Total non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payables
Contract liabilities
Taxes payable
Accrued expenses and other payables
Amount due to a related party
Total current liabilities
Non-current liabilities:
Long-term payables
Deferred tax liabilities, net
Total non-current liabilities
Total liabilities
Total shareholders’ equity
Total liabilities and stockholders’ equity

All values are in US Dollars.

AppendixII: Unaudited Reconciliation of GAAP and non-GAAP Results

	Three months ended March 31,
	2024	2023
	US ’000	US ’000
Net profit
Add: Interest expenses, net
Add: Income tax expense/(benefit)
Add: Depreciation
Adjusted EBITDA

All values are in US Dollars.