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United States securities and exchange commission logo
July 7, 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. 2 to Registration Statement on Form S-4
Filed June 13, 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 May 19, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
General
1.Please update the table of Currency and Exchange Rate Data provided after your
prospectus cover page for March 31, 2023.
The Business Combination
Certain Projected Financial Information Utilized by Hut 8's Financial Advisors, page 98
2.We note your added disclosure of shared projections in response to comment 5, including
your statements on pages 99, 101 and 103 that the "summaries of these projections...are
not intended to influence any securityholder’s decision to vote or otherwise act in favor of

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the Business Combination or any other proposal."  Please remove or revise this disclaimer
so it does not constitute an undue limitation on reliance of information provided in the
registration statement.
3.We note your disclosure on pages 100 and 104 regarding certain material assumptions
made in arriving at Hut 8’s and New Hut's projected financial information.  Please address
the following points in your next amendment or response:
•The financial projections assume that Hut 8’s North Bay site would come back online
in April 2023.  Please expand your disclosure to clarify, if true, that this assumption
was not met.  In this regard, we note Hut 8's disclosure that the North Bay facility
was not in operation as of the date of its MD&A for the three months ended March
31, 2023, included as Exhibit 99.3 on Form 6-K dated May 11, 2023.
•You also disclose that the projections were based upon the assumption that all other
Hut 8 mining sites would be operating and upon regionally available historic
information for each site's cost of power assumptions.  However, we note your
disclosure on page 141 that the Drumheller site is currently operating at
approximately 15% of its installed hashrate due to equipment failures caused by
electrical issues, which have materially reduced operations, and that the "electrical
issues at the Drumheller site have been compounded by high energy rates which
further increased curtailment at the site."  We also note your disclosure on Form 6-K
dated June 9, 2023 that the repair and restoration of the Drumheller site's equipment
continues, but progress in bringing the equipment back online has been slower than
expected given frequent curtailments and hardware failures due to power surges.
Considering (i) the materially reduced operations at the Drumheller site, (ii) the status
of the North Bay site, as noted in the first bullet, and (iii) the material amount of time
that has passed since these projections were prepared, please tell us whether the
projections still reflect management’s views on future performance and whether you
intend to revise the forecasts to reflect the occurrence of future events.  Please also
address the substance of this comment with regards to USBTC's projected financial
information, as disclosed on pages 101 - 103, to the extent applicable.
4.As a related matter, we note your disclosure that Hut 8’s and New Hut's financial
projections assume that "Hut 8 will restart its yield enhancement program in the second
half of 2023, putting 2,000 Bitcoin on loan at a 3.0% yield to generate additional
income.”  Please expand your disclosure, where appropriate, to provide a materially
complete description of the yield enhancement program and explain how the program will
operate, including, without limitation, adding disclosure regarding:
•What the Bitcoin lending arrangements specifically entail, the material obligations of
the parties, the duration thereof and the termination provisions;
•Any procedures for custodying the company’s Bitcoin lent thereunder;
•How and when the 3.0% yield will be earned; and
•Identification of the prospective counterparties, if known.

Also please revise to add separate risk factor disclosure for the risks attendant to your

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plans to restart the yield enhancement program, including, without limitation, any related
Bitcoin custody and counterparty risks and update your disclosure to address the
substance of prior comments 18 and 19 in our letter dated March 23, 2023 in light of such
plans, including under the subsection headed "Impact of Market Disruption" on page 142
and the related risk factor on page 40.
Accounting Treatment of the Business Combination, page 108
5.We acknowledge your response to comment 6. Please respond to the following:
•Tell us why your response assumes the acceleration of 887,230 USBTC options at the
closing of the Transaction (595,864 options on combined basis). Tell us whether all
compensation related to the accelerated vesting is included in pro forma adjustments
given that this amount of shares is greater than those associated with comment 14
from our May 19, 2023 letter.
•For the USBTC options that are unvested and not included as share equivalents,
please provide us with the vesting terms of those options.
•Tell us why you did not consider Hut 8's restricted stock units as share equivalents.
Tell us the vesting terms of the restricted stock units, including specifically how
many vest by quarter through the end of 2024. Tell us the attributes of the holders of
the instruments (e.g., board members, executive management, etc.).
•For the June 30, and July 31, 2023 tables, tell us why you assume the issuance of
1,638,412 shares of USBTC common stock prior to the closing of the Transaction
(1,100,357 on a combined basis).
•Tell us the anticipated terms of each of the planned board of directors members.
Explain whether there are any designated terms and the impact on your analysis of
anyone expected to leave the board over the next two years.
•Tell us the status of any employment agreement negotiations for each of your
identified executive officers. Tell us why no employment agreements with the
identified executives have been negotiated prior to the completion of this transaction.
Information About Hut 8
Key Operating and Financial Indicators, page 140
6.Please respond to the following regarding Hut 8's presentation of Adjusted EBITDA in the
table:
•Balance your tabular disclosure to include, with equal or greater prominence, the
most comparable GAAP measure to Adjusted EBITDA. See Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10(a) of the Compliance and Disclosure
Interpretations (CDI) on Non-GAAP Financial Measures.
•Tell us why it is appropriate to make adjustments for the gain on disposition of digital
assets and revaluation loss (gain) of digital assets. Refer to the guidance in Item
10(e)(ii)(B) as well as CDIs 100.01 and 100.04.
•Tell us the significant components of your adjustments in each period for one-time
transaction costs.

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Information About USBTC
Custody Policy, page 151
7.Please revise your disclosure under the subsection headed "Custody Policy" to reconcile
your statements in the:
•First paragraph that USBTC has previously used NYDIG to safeguard its Bitcoin
and no longer holds any Bitcoin with NYDIG; and
•Seventh and eighth paragraphs that NYDIG serves as custodian for "certain of
USBTC’s Bitcoin" and that "NYDIG holds USBTC’s Bitcoin in trust for USBTC’s
benefit."
Management's Discussion and Analysis of Financial Condition and Results of Operations of
USBTC
Key Operating and Financial Indicators, page 168
8.Your response to comment 11 told us that you made the requested revisions, however we
continue to note that your presentation of Adjusted EBITDA is more prominent than your
presentation of Net income (loss). That is, you present the measure of Adjusted
EBITDA before you present Net income (loss) in the table. Following the table, you
discuss Adjusted EBITDA prior to discussing Net income (loss). Revise so that your
disclosure of Net income (loss) has equal or greater prominence than Adjusted EBITDA.
See Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Unaudited Pro Forma Condensed Combined Financial Statements
Note 2. Business Combination Transaction Adjustments, page 228
9.We acknowledge your response to comment 13.  We note that Example 2 beginning at
ASC 805-740-55-4 deals with acquired deferred tax assets and our comment relates to
acquired deferred tax liabilities. Your use of the term "the Company" in your response
appears to relate to USBTC. Please tell us whether there are any acquired deferred tax
assets related to Hut 8 to offset, either partially or wholly, the deferred tax liability
associated with the step-up in basis of cryptocurrencies held. In your response, clarify
whether any deferred tax assets at Hut 8 are of the same character and in the same
jurisdictions as this deferred tax liability.
Note 4. Adjustments for the effect of reclassifications, foreign exchange and IFRS / U.S. GAAP
differences for Hut 8, page 232
10.We acknowledge your response to comment 12. On page 232, the classification of Hut 8's
impairment of long-lived assets in determining the operating loss is not consistent with the
classification on page 225. Please revise the table in this note to remove the
reclassification adjustment to be consistent with the presentation on page 225. Otherwise
tell us why it is appropriate to reflect this impairment in other expenses for U.S. GAAP
purposes and reference for us the authoritative literature you rely upon to support your

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position.
11.We acknowledge your response to comment 17.  Please respond to the following:
•Given that the balance of your cryptocurrencies are approximately $127.3 million as
of March 31, 2023, tell us why you believe that this entire amount is reasonably
expected to be realized in cash or sold or consumed during the normal operating
cycle of your business or would all be needed as a margin or buffer for meeting
obligations within your ordinary operating cycle. We further note that there were no
sales in 2022.
•Your response did not tell us your consideration for carrying a portion of your
holdings that are not expected to be sold for cash as long-term. Also, we note from
page 100, the disclosure that Hut 8 will restart its yield enhancement program in the
second half of 2023 by putting 2,000 Bitcoin on loan at 3% yield to generate
additional income. Please discuss the circumstances under which you would classify
your cryptocurrencies as long-term and whether those on loan would qualify.
Separately, tell us your anticipated accounting for your loans under the yield
enhancement program and reference for us the authoritative literature you rely upon
to support your position.
12.We acknowledge your response to comment 18. Please respond to the following:
•Tell us how the use of Coinmarketcap complies with IFRS, noting that
Coinmarketcap is not itself a market where bitcoin and other cryptocurrencies are
traded. To the extent you agree that Coinmarketcap is not Hut 8's principal market,
identify that market for us, explain why and demonstrate to us whether the
differences in valuation are material. Reference for us the authoritative literature you
rely upon to support your accounting.
•In the conversion of the historical IFRS financial statements of Hut 8 into historical
U.S. GAAP based financial statements, tell us the nature of the fair value
determinations that used Coinbase as the principal market, as opposed to
Coinmarketcap. That is, tell us whether the change includes the determination of fair
value for all purposes related to the cryptocurrencies, such as revenue recognition, or
only for some purposes, such as impairment testing and related expense recognition.
Refer to ASC 820-10-35, including paragraphs 35-5 to 35-6C.oIf the change was not applied to all fair value determinations, tell us why not
and your consideration of why a presentation using different principal markets
is consistent with U.S. GAAP.
oTell us why, with reference to IFRS 13 and ASC 820, the principal market
determination for your historical IFRS financial statements would not be the
same as that for your historical U.S. GAAP financial statements. Refer us to the
differences you noted in your application of IFRS 13 vs. ASC 820.
oFurther, tell us why an adjustment to align accounting policies is appropriate in
Hut 8's historical financial statements. In this regard, provide us your analysis
explaining whether a consolidated group must have a single principal market or
whether different entities within that consolidated group can have different

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principal markets. Reference for us the authoritative literature you rely upon to
support your position.
oAs it appears from Note 3(iv)(a) on page 13 of the Hut 8 Mining Corp. financial
statements filed as Exhibit 99.2 of its 2022 Form 40-F, that bitcoin mined is
recorded at the fair value at the time of receipt (i.e., the closing price), tell us
why there is no apparent U.S. GAAP adjustment to record bitcoin mined at fair
value at contract inception.
13.We are still considering your response to prior comment 19 and may have further
comments. In the interim, please address the following:
•On page 31 of your April 17, 2023 response to comment 56 of our letter dated March
23, 2023 you indicate that contract inception would be each day when you decide to
provide hash rate power to mining pools. Tell us more as to why you have daily
contracts. In your response specifically tell us your consideration of Example 2 of
Question 7 of the FASB Revenue Recognition Implementation Q&As given that you
indicate on page 26 of your April 17, 2023 response that you can cancel the contract
at any time without penalty. Tell us whether your pool operators can cancel the
contract without penalty and, if so, why this Example 2, when coupled with the
guidance in Example 1 of the same Question is not indicative of contracts shorter
than one day given that there does not appear to be a stated term. If so, tell us what
shorter period of time would represent contract duration.
•In determining your payment due under the FPPS or PPS+ payment methods
indicated on page 30 of your April 17, 2023 response and, in terms of the related
"shares" underlying these methods, tell us whether it is possible to provide computing
power that does not result in valid shares. If so, tell us how.
•Tell us whether you consider contract inception separately for