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United States securities and exchange commission logo





                              September 14, 2023

       Asher Genoot
       President
       Hut 8 Corp.
       c/o U.S. Data Mining Group, Inc.
       1221 Brickell Avenue, Suite 900
       Miami, FL 33131

                                                        Re: Hut 8 Corp.
                                                            Amendment No. 4 to
Registration Statement on Form S-4
                                                            Filed August 24,
2023
                                                            Responses dated
August 18, 2023 and August 24, 2023
                                                            File No. 333-269738

       Dear Asher Genoot:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 17, 2023 letter.

       Amendment No. 4 to Registration Statement on Form S-4

       Cover Page

   1.                                                   Please revise the
exchange rate data table to reflect the exchange rates for the six months
                                                        ended June 30, 2023 and
2022.
       Selected Historical Unaudited Pro Forma Condensed Combined Financial
Data, page 21

   2.                                                   You refer to the
historical audited consolidated financial statements of the King Mountain
                                                        JV for the period from
November 24, 2021 (inception) through December 31, 2021 and
                                                        the historical audited
financial statements of the King Mountain JV for the year ended
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany 14,
September  NameHut
               2023 8 Corp.
September
Page 2     14, 2023 Page 2
FirstName LastName
         December 31, 2022, which are either incorporated by reference into the
prospectus or
         included elsewhere in this prospectus. Please respond to the
following:
             Revise the disclosure to clarify why you refer to the King
Mountain JV when the
              financial statements included beginning on page F-34 are for TZRC
LLC.
             Tell us where the historical audited financial statements of the
King Mountain JV for
              the year ended December 31, 2022 are included elsewhere in the
prospectus.
             To the extent that you believe TZRC LLC financial statements are
only required
              through September 30, 2022, tell us your consideration of the
guidance in Rule 3-09
              of Regulation S-X.
Information About Hut 8, page 138

3.       We note from Hut 8's Form 6-K filed August 14, 2023, and page 138 that
Hut 8 recently
         began offering graphics processing unit (GPU) based services for the
Artificial
         Intelligence, Machine Learning and Media and Entertainment markets.
Please respond to
         the following:
             Tell us the amount of revenues earned from these services for the
periods presented
              in the filing.
             Tell us the significant terms of your agreements for these
services.
             Give us your analysis of the accounting for the services, citing
the accounting
              literature applied and how you applied it to your facts and
circumstances.
Comparison of Rights of Stockholders
Exclusive Forum, page 218

4.       We note that the forum selection provision in New Hut   s certificate
of incorporation and
         bylaws identifies the Court of Chancery of the State of Delaware as
the exclusive forum
         for certain litigation, including any    derivative action.    Please
disclose whether this
         provision applies to actions arising under the Exchange Act. If this
provision does not
         apply to actions arising under the Exchange Act, please ensure that
the exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Exchange Act. Also please revise to include a risk factor regarding
the exclusive forum
         provision in New Hut   s governing documents.
Unaudited Pro Forma Condensed Combined Financial Statements
Introduction, page 219

5.       Please respond to the following:
             We note that USBTC's acquisition of 50% of the membership
interests in
             TZRC occurred in December 2022, while the pro forma statement of
financial
             position is as of June 30, 2023, subsequent to the acquisition.
Tell us why you discuss
             in the introduction reflecting the impacts of the transaction in
this statement and
             include a column for adjustments related to the joint venture
investment on page 220,
             instead of explaining that the historical balance sheet of USBTC
already reflects the
 Asher Genoot
Hut 8 Corp.
September 14, 2023
Page 3
              impacts of the transaction.
                You disclose that the pro forma combined financial statements
should be read in
              conjunction with the historical audited financial statements of
the King Mountain JV
              for the year ended December 31, 2022, and the historical audited
financial statements
              of the King Mountain JV for period from inception through
December 31, 2021.
                o   Revise the disclosure to clarify why you refer to the King
Mountain JV when
                    the financial statements included beginning on page F-34
are for TZRC LLC.
                o   Disclose where a reader may refer to the historical audited
financial statements
                    of the King Mountain JV for the year ended December 31,
2022.
                o   Disclose where a reader may refer to the historical audited
financial statements
                    of the King Mountain JV for the period from inception
through December 31,
                    2021 (for example, included elsewhere in the prospectus).

Unaudited Pro Forma Combined Statement of Financial Position, page 220

6.       Please respond to the following:
             Add an appropriate reference in the Acquisition Transaction
Adjustments column for
             the adjustment to Cryptocurrency, pledged as collateral.
             We note that goodwill represents approximately 24% of your total
pro forma assets.
             Include a separate line item for your goodwill. Refer to Rule
11-02(a)(3) of
             Regulation S-X.
Unaudited Pro Forma Combined Statement of Operations, page 222

7.       Please respond to the following:
             Explain in the notes how you determine the basic and diluted loss
per share for Hut 8
             since this amount does not agree to their historical financial
statements.
             Correct the reference where you refer to Note 7 and not Note 6 for
your loss per
             common share.
Note 3. Adjustments for the effect of investment in Joint Venture, page 226

8.       You disclose that the pro forma impacts of the acquisition for the
year ended June 30,
         2022 were the recognition of the share of equity in losses of
unconsolidated joint venture
         in the amount of $355. It appears that this disclosure was
inadvertently left after you
         updated the pro forma information. If this disclosure is an error,
please remove
         it. Otherwise, tell us why you include this information.
Note 4. Adjustments for the effect of reclassifications, foreign exchange and
IFRS / U.S. GAAP
differences for Hut 8, page 226
FirstName LastNameAsher     Genoot
Comapany
9.         NameHut
      In reference to 8comment
                        Corp. 3, we are still considering your response to
comment 11 from our
      July 14,
September  7, 2023
               2023letter
                    Page and
                          3 may have further comments.
FirstName LastName
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany 14,
September  NameHut
               2023 8 Corp.
September
Page 4     14, 2023 Page 4
FirstName LastName
Note 5. Hut 8's results of operations for 12 months ended June 30, 2023, page
229

10.      Please respond to the following:
             The first paragraph should be revised to refer to the results of
operations of Hut 8 for
             the 12 months ended June 30, 2023, not March 31, 2023.
             It appears that the loss (brackets) before income tax for the six
months ended June 30,
             2023 should be income (no brackets) with the following changes to
the line item
             descriptions:
               o   Income (loss) before income tax; and
               o   Net income (loss).

USBTC Financial Statements
Note 3. Basis of Presentation, Summary of Significant Accounting Policies and
Recent
Accounting Pronouncements
Revenue Recognition, Cryptocurrency mining, page F-15

11.      In the penultimate paragraph on page 6 of your August 18, 2023 letter,
you indicate that
         Hut 8 and USBTC determined that Clause 3(d) of the Foundry agreement
is not a
         termination clause; however, we note that this clause was revised to
specifically add the
         suspension and termination of service as indicated in the April 2023
revised terms
         provided as Exhibit 1 to your August 18, 2023 letter. Please tell us
separately the impact
         of this revision and the additional new terms effective August 28,
2023 on your
         accounting with reference to the authoritative literature relied upon
to support your
         accounting.
12.      In the penultimate paragraph on page 7 of your August 18, 2023 letter,
you indicate that
         USBTC has no power to force all mining pools (i.e., Foundry, Luxor,
Ultimus and
         ViaBTC) to continue to operate if they chose to cease operations for
valid business
         reasons. Please address the following:
             As USBTC does not utilize the Luxor pool and Hut 8 also uses the
Foundry pool,
              confirm that the stated conclusion of USBTC also applies to Hut 8
for those pools.
             If you cannot force the pools to operate if they terminate for
valid business reasons,
              tell us how this is consistent with your determination that they
can only terminate for
              a breach of contract or infringement event (i.e., they do not
have a universal right to
              terminate the contracts at any time for any reason without
penalty).
             If the pools cannot unilaterally terminate the contracts, clarify
through citation to
              authoritative literature your basis for asserting that the
accounting contract duration is
              limited to 24 hours and help us understand how that relates to
the legal term of the
              contract.
13.      In the penultimate paragraph on page 8 of your August 18, 2023 letter,
you indicate that
         Hut 8 and USBTC believe that contract inception occurs at the
beginning of the day.
         Please tell us why inception would be at the beginning of the day and
not when services
         are first provided, which may be at the beginning of a day. If true,
revise your policy
 Asher Genoot
Hut 8 Corp.
September 14, 2023
Page 5
         disclosure to clarify inception of the accounting contract commences
when you first
         provide service. Also clarify whether references to day in your
disclosure of measurement
         of noncash consideration relates to coordinated universal time (i.e.,
UTC).
14.      In the second paragraph on page 11 of your August 18, 2023 letter, you
indicate that Hut 8
         and USBTC believe that revenue would be adjusted to the actual amount
according to the
         settlement report at the end of the day. Please tell us how your
determination is consistent
         with the guidance in ASC 606-10-32-21 to value noncash consideration
at fair value at
         contract inception and ASC 606-10-32-23.
15.      In your August 18, 2023 response 3A on page 12, you indicate that the
Luxor agreement
         was effective since February 7, 2022. Please address the following:
             Tell us whether Hut 8 started to mine with Luxor prior to February
7, 2022 and, if so,
             provide the agreement applicable before this date and tell us the
impact of its
             different provisions on your accounting for bitcoin mined under
the prior contract.
             As you mention only the agreements with Luxor and the April 2023
Foundry update,
             confirm our understanding that the agreements you previously
provided for Ultimus
             and ViaBTC cover all periods reflected in your financial
statements.
16.      In your August 18, 2023 response 6 on page 14, you indicate that
different approaches in
         estimating variable consideration being taken by both Hut 8 and USBTC
would not result
         in any material or immaterial impact to the financials. Please address
the following:
             Tell us what different approaches were applied by both Hut 8 and
USBTC.
             Explain whether these different approaches relate to differing
application under U.S.
              GAAP and IFRS, the citations in the respective literature that
support such different
              approaches, and whether they have been conformed in preparation
of the pro forma
              financial statements in your filing.

       You may contact Kate Tillan at (202) 551-3604 or Mark Brunhofer at (202)
551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.



FirstName LastNameAsher Genoot                                 Sincerely,
Comapany NameHut 8 Corp.
                                                               Division of
Corporation Finance
September 14, 2023 Page 5                                      Office of Crypto
Assets
FirstName LastName
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