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United States securities and exchange commission logo
May 19, 2023
Asher Genoot
President
Hut 8 Corp.
c/o U.S. Data Mining Corp.
1221 Brickell Avenue, Suite 900
Miami, FL 33131
Re:Hut 8 Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 18, 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 March 23, 2023 letter.
Amendment No. 1 to Form S-4 filed April 18, 2023
Questions and Answers about the Business Combination
What are the U.S. federal income tax consequences of the Merger..., page 5
1.We note your response to comment 2, but we are unable to agree that a tax opinion is not
required by Item 601(b)(8) of Regulation S-K.  We view the tax consequences of the
transaction to be material to shareholders, and the parties have provided representations
that each party intends for the transaction to be tax-free under Section 351(a) of the
Internal Revenue Code.  Refer to Section 3.9 of the Merger Agreement where the parties
agree “to treat the Hut Share Exchange and the Merger consistently with the Intended Tax
Treatment and to not take any position on any Tax return or otherwise take any Tax

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reporting position inconsistent with such treatment” and “to act in good faith, consistent
with the intent of the Parties and the Intended Tax Treatment of the Hut Share Exchange
and the Merger as set forth herein and to use commercially reasonable efforts to not take
any action, or knowingly fail to take any action, except as expressly provided to the
contrary in this Agreement or the Plan of Arrangement, if such action or failure to act
would reasonably be expected to prevent the Hut Share Exchange or the Merger from
qualifying for the Intended Tax Treatment.”  Accordingly, please file a tax opinion as an
exhibit to the registration statement.  To the extent there is any uncertainty, counsel may
issue a “should” opinion; however, we expect counsel to explain why it cannot give a
“will” opinion and to describe the degree of uncertainty in the opinion.
Risk Factors
Hut 8 may face several risks due to disruptions in the digital asset markets..., page 38
2.We note your response to comment 10 and your new risk factor captioned “Hut 8 may
face several risks due to disruptions in the digital asset markets...” on page 38.  Please
briefly explain the "quasi governmental regulation of digital assets and their use" that you
reference in the second bullet and clarify how any related requirements could present
material risks to Hut 8.
USBTC is subject to a highly-evolving regulatory landscape..., page 54
3.We note your added disclosure that "in the United States, digital assets are subject to
extensive, and in some cases overlapping, ambiguous and evolving regulatory
requirements and considerations."  Please revise this risk factor to provide more details
regarding your references to "overlapping" and "ambiguous" regulations, and to clarify
that the Commission and staff have issued reports, orders, and statements that provide
guidance on when a crypto asset may be a security for purposes of the U.S. federal
securities laws.
Bitcoin's and other digital assets' status as a "security"..., page 56
4.You state here that “[w]ith respect to all other digital assets, there is currently no certainty
under the applicable legal test that such assets are not securities.”  Please revise to clarify
that “all other digital assets” does not include the significant number of specific digital
assets that have been identified as securities by the SEC and its staff.  In addition, the
disclosure in this risk factor would also apply to Hut 8.  Please revise your risk factors
disclosure in this document and confirm that Hut 8 will revise its disclosure in future
periodic reports accordingly.
The Business Combination, page 79
5.Following a review of your response to comment 14, we reissue it.  As the projections
appear to have been used by each of Stifel GMP and Kroll in preparation of the
discounted cash flow analyses, please revise to disclose such projections.

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Accounting Treatment of the Business Combination, page 99
6.We acknowledge your response to comment 16.  Given that you indicate that
"approximately 50%" of the common stock of the combined company will be held by the
owners of each pre-combination company on a "fully-diluted in-the-money basis," please
provide us share information expected to be outstanding upon completion of the
transaction by the prior owners of Hut 8 and USBTC broken down as follows:
•Shares actually outstanding;
•Share equivalents that are in-the-money; and
•Share equivalents that are out-of-the-money.

In your response, tell us how you determined whether shares are in- or out-of-the-money
and explain whether any share equivalents have voting rights at the date of your
anticipated transaction and, if so, tell us how many.  Finally, given the judgment involved
and your disclosure that the determination of the accounting acquirer could change at
closing of your proposed transaction and that such a change could significantly impact
your pro forma financial information presented in your filing, tell us your consideration
for disclosing quantified summary information if Hut 8 were deemed to be the accounting
acquirer.
Information About Hut 8
Digital Asset Mining, page 129
7.We note your response to comment 38.  Please revise this section to provide more details
regarding Hut 8's sale of crypto assets similar to those that you provided regarding
USBTC in response to this comment as they relate to fees and average period of holding
prior to conversion in order to fund operations.  Also disclose any other purposes that
USBTC or Hut 8 convert bitcoins into fiat currency other than to fund or grow operations.
Custody Policy, page 132
8.We note your response to comment 27 and your disclosures on pages 132 and 141
regarding the custody policies of Hut 8 and USBTC, respectively.  Please include
disclosure in these sections regarding your intentions for custody following the Business
Combination.
Information About USBTC
Anchorage, page 144
9.We note your response to comment 30.  Please expand this section to provide more details
regarding how payments are made to the Outstanding Loan through profits generated from
certain USBTC miners.  Describe the time periods when you calculate whether profit has
been generated, if there is a minimum amount of profit required to be generated before a
payment is made, how you identify which miners' profits are utilized for repayment, and
other details that describe how payments are made.

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Cost to Mine a Bitcoin, page 157
10.We note your revisions on pages 130 and 157 in response to comment 35.  Please further
revise to provide quantified disclosure regarding your breakeven analysis for USBTC’s
and Hut 8's respective mining operations or any other crypto assets that they earn or mine
that compares the cost to earn or mine one crypto asset with the value of the crypto asset.
Also please discuss any known trends related to your breakeven analysis as of the most
recent practicable date. As a non-exclusive example, clarify whether your cost of revenue
and mining inputs have materially increased or decreased and provide a discussion of the
bitcoin price volatility since June 30, 2022.  Furthermore, please provide support for your
statement on page 157 that USBTC has "assessed forward energy pricing from quoted
prices in the futures market which suggests a decrease in electricity pricing in the near
future relative to the most recent market conditions."
Management's Discussion and Analysis of Financial Condition and Results of Operations of
USBTC
Key Operating and Financial Indicators, page 157
11.We note the revisions to the disclosure made in response to comment 34, however please
revise to also disclose in the table and discuss after the table, with equal or greater
prominence, your net loss.
Unaudited Pro Forma Combined Statement of Financial Position, page 211
12.Please revise your pro forma statements and notes as necessary for the following:
•The New Hut column on the unaudited pro forma combined statement of financial
condition should be blank but shows $14,226,000 of prepaid expenses and other
current assets as of December 31, 2022;
•On page 212, you reflect two subtotal and total balances for share capital and four
subtotal and total balances for accumulated deficit instead of a single balance for
these accounts;
•The number of weighted average shares outstanding on page 213 do not align;
•The amounts, totals, and subtotals presented for Hut 8 on page 213 do not all agree to
the last column in the statement in Note 5 on page 221;
•On page 213 you show a '-' in two columns for the header Cost of revenues (exclusive
of depreciation and amortization) and it appears that the line items Services and
Mining equipment should be indented to reflect that these two items are under the
header; and
•On page 214 you show a header for Cost of revenues (exclusive of depreciation and
amortization) and it appears that the line item Services should either be indented to
reflect that the item is under the header, or incorporated into the header.

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Note 2. Business Combination Transaction Adjustments, page 216
13.We acknowledge your response to comment 50.  Tell us why the step-up in book basis to
fair value of digital assets to be acquired would result in deferred tax assets and not
deferred tax liabilities as it appears to be a taxable temporary difference under ASC 740-
10-25-23.  To the extent that you agree that a deferred tax liability should be recorded,
revise your business combination transactions adjustments to include this deferred tax
liability and tell us the impact this deferred tax liability has on your ability to recognize
previously existing USBTC deferred tax assets.  To the extent that any previously existing
valuation allowance would be reversed, reflect that reversal in pro forma income outside
acquisition accounting under ASC 805-740-30-3.  To the extent appropriate, reference for
us the authoritative literature you rely upon to support your position.
14.On page F-26 you disclose the existence of stock options that vest only upon the
completion of an initial public offering. Please tell us whether the transaction
contemplated in this registration statement qualifies as an event that will trigger vesting. If
so, include a pro forma adjustment to reflect expense recognition or tell us why such an
adjustment is not warranted.
Note 3. Adjustment for USBTC debt extinguishment, page 218
15.We acknowledge your response to comment 51.  Based on the disclosures on pages 144 -
145 and F-59, please explain to us in more detail how the restructuring of the Anchorage
ELSA resulted in you deploying an additional 21,000 miners.
Note 5. Adjustments for the effect of reclassifications, foreign exchange and IFRS / U.S. GAAP
differences for Hut 8, page 219
16.Please respond to the following related to your table on page 221:
•Tell us why you reclassified the amount of $113,876 for impairment of mining
infrastructure and servers within operating loss to loss on revaluation of digital assets
within other expenses.
•Tell us why you eliminated the amounts for finance expense, finance income, and
amortization within the reclassification column.
•Revise so that the columns and rows properly foot and cross-foot.

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17.We acknowledge your response to comment 54.  Explain to us in more detail how your
classification of cryptocurrencies as current assets is consistent with the definition of
current assets in ASC 210-10-20 by addressing each of the following:
•Tell us how you reasonably expect to realize your cryptocurrencies in cash through
sale or otherwise when it appears that you hold significant amounts of these assets on
your balance sheet as of December 31, 2022.
•For cryptocurrency held at December 31, 2022, tell us the average length of time held
and the turnover frequency, explaining how you calculated the turnover.
•Tell us your consideration for carrying a portion of your holdings that are not
expected to be sold for cash as long-term.
18.We acknowledge your response to comment 55. Please address the following:
•As previously requested, briefly disclose in the pro forma notes Hut 8's accounting
policy for impairment of cryptocurrency under U.S. GAAP, including the timing of
the assessment.
•You told us that the fair value of your bitcoin was determined using the price of
bitcoin provided by Coinbase because that aligns with USBTC.  ASC 820 defines
principal market as the market with the greatest volume and level of activity for the
asset or liability.  Explain to us how your selection of Coinbase complies with ASC
820. Refer to ASC 820-10-35.
•Tell us the market(s) in which you entered into transactions to sell bitcoin during the
periods presented in the pro forma statements and the volume of sales in each
market.  Refer to ASC 820-10-35-5A.
•Tell us volume of activity for each of the markets for those periods.
•Explain why the market in which you normally enter into transactions to sell bitcoin
with the greatest market-based volume and level of activity for bitcoin is not your
principal market.  Provide us with contrary evidence that exists.
•Reconcile your response with your response to comment 56 wherein you told us you
use Coinmarketcap to determine the fair value of your bitcoin because you sell
bitcoin in various markets and therefore there is no principal market.  You also told
us that Coinmarketcap provides an amount that would be representative of bitcoins
traded in the market. Discuss how your measurement of fair value for bitcoins earned
as revenue and those reflected as intangible assets complies with ASC 820.
19.We acknowledge your response to comment 56. Please address the following:
•As previously requested, give us representative sample contracts with your mining
pool operators. Provide at least one for each type of service (i.e., FPPS and PPS+).
•Substantiate for us why the contribution of hash rate is your performance obligation.
In your response, for each type of contract identified in the preceding bullet, tell us:oWhat a "Share" is in the context of FPPS and PPS+;
oYour consideration for treating each nonce you are assigned as a performance
obligation or whether the range of all nonces for an individual block is a
separate performance obligation; and
oTell us how/when you report your work performed to the pool operator. In this

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