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    Skadden,
                                            Arps, Slate, Meagher & Flom llp

                                                                    One
                                            Manhattan West

New
York, NY 10001

________

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FAX: (212) 735-2000

www.skadden.com

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    April 17,
    2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100
F Street, N.E.

Washington, DC 20549-3561

    Attn:
    Christopher Wall

    David Lin

    Kate Tillan

    Mark Brunhofer

    Re:
    Hut 8 Corp.

    Registration Statement
    on Form S-4

    Filed February 13, 2023

    File No. 333-269738

On
behalf of Hut 8 Corp. (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated March 23, 2023 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-4 filed with the Commission on February 13,
2023 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system, an amendment to the Registration Statement (the “Amendment”) in response to the
Staff’s comments and to reflect certain other changes.

Securities and Exchange Commission

April 17,
2023

Page 2

The
headings and paragraph numbers in this letter correspond to those contained in the Comment Letter. To facilitate the Staff’s review,
we have reproduced the text of the Staff’s comments in bold and italics below, followed by responses from the Company, and where
applicable, Hut 8 Mining Corp. (“Hut 8”) and U.S. Data Mining Group, Inc. (“USBTC”). Capitalized terms used
but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions
(other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the
Amendment.

General

 1. Please
                                            provide disclosure of any significant crypto asset market developments material to understanding
                                            or assessing Hut 8's and USBTC's respective business, financial condition and results of
                                            operations, or share price since either company's last reporting period, including any material
                                            impact from the price volatility of crypto assets.

The Company respectfully
acknowledges the Staff’s comment and has revised the section entitled “Information About Hut 8” with
respect to the material impact of recent digital asset market developments to Hut 8 and the sections entitled “Information
About USBTC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of
USBTC” with respect to the material impact of recent digital asset market developments to USBTC. In addition, the Company
has revised pages 36, 37, 38, 39, 132 and 33, 62, 63, 64, 65, 78 to include additional disclosure regarding the potential risks
created by recent digital asset market developments for Hut 8 and USBTC, respectively.

Questions
and Answers about the Business Combination

What are
the U.S. federal income tax consequences of the Merger..., page 5

 2. You
                                            disclose that the parties intend that the Hut 8 Share Exchange occurring pursuant to the
                                            Arrangement and the Merger, together, be treated as an exchange by Hut 8 shareholders and
                                            USBTC stockholders, respectively, that qualifies under Section 351(a) of the Internal
                                            Revenue Code. Since it appears that the tax consequences to the transaction are material
                                            to shareholders, please file a tax opinion as an exhibit to the registration statement. Refer
                                            to Item 601(b)(8) of Regulation S-K. For guidance, please refer to Staff Legal Bulletin
                                            No. 19, Section III.A.2.

The
Company acknowledges the Staff’s comment and respectfully submits that a tax opinion is not
necessary under the Commission’s guidance, nor, as discussed further below, is it practical or appropriate given uncertainties
as to whether the transaction will be taxable or tax-free for shareholders.

Staff
Legal Bulletin No. 19, Section III.A.2 provides that a tax opinion is generally required with respect to a merger or exchange
transaction if “the registrant represents that the transaction is tax-free,” but that
no opinion is generally required if “a registrant represents that an exchange offer or merger is a taxable transaction.”
The tax discussion in the Registration Statement, however, does not contain any representation by the registrant as to the tax treatment
of the Merger. While the discussion does indicate that the parties intend for the transaction to be tax-free, no assurance is given to
shareholders that this will be the case. The Registration Statement expressly provides that:

    2

Securities and Exchange Commission

April 17,
2023

Page 3

The Arrangement
and the Merger are not conditioned on the receipt of an opinion of counsel that the Hut 8 Share Exchange occurring pursuant to the Arrangement
and the Merger, together, will qualify under Section 351(a) of the Code, and there can be no assurance that such an opinion
of counsel can or will be obtained. In addition, neither Hut 8 nor USBTC has requested, and neither intends to request, any ruling from
the IRS as to the U.S. federal income tax consequences of the Arrangement and the Merger. Consequently, no assurance can be given that
the IRS will not assert, or that a court would not sustain, a position contrary to the parties’ position that the Hut 8 Share Exchange
occurring pursuant to the Arrangement and the Merger, together, qualify under Section 351(a) of the Code.

The
Registration Statement then provides full disclosure to shareholders of the tax consequences to them if the transaction does not qualify
as tax-free under Section 351(a) of the Code:

Accordingly,
if there is a final determination that the Merger is a taxable exchange for United States federal income tax purposes, then a USBTC stockholder
that is a United States person that exchanges USBTC common stock in the Merger would generally recognize gain or loss for U.S. federal
income tax purposes in an amount equal to the difference, if any, between (i) the fair market value (determined as of the Merger
Effective Time) of the New Hut common stock received and (ii) the holder’s adjusted tax basis in the USBTC common stock exchanged
therefor.

Further, in a situation
where a transaction is not conditioned on the receipt of a tax opinion, such as the Arrangement and the Merger, we believe the
issuance of a tax opinion in connection with the Registration Statement, assuming a tax opinion could even be obtained on this
transaction, would mislead investors as to the tax consequences of the transaction. The existence of a tax opinion would provide
false assurance that the transaction will be tax-free when the Registration Statement expressly discloses to investors that the
Merger may be taxable.

This situation is different from a transaction conditioned on a reasoned tax opinion based on a less than
 “will” comfort level, such as a “should” or “more likely than not” tax opinion. In those cases,
the transaction only proceeds if the facts and law at the closing are such that there is a sufficient level of comfort of the tax
outcome. Here, if it turns out that the facts and law as they stand immediately before the Merger Effective Time were to be such
that the Merger would, without a doubt, be a taxable exchange, the Merger would nevertheless proceed.

Given the uncertainty regarding
the potential tax treatment of the Merger and the lack of any gating opinion condition to the transaction proceeding, it is most appropriate
to view the tax discussion in the Registration Statement as not containing any representation as to the tax consequences of the Merger.
Instead, the Registration Statement provides a full summary of the tax consequences under both scenarios (taxable and tax-free). Because
the Registration Statement as currently drafted does not contain, and in fact specifically disavows, a representation as to the qualification
of the Merger for tax-free treatment, the Company respectfully submits that the requirements with respect to a tax opinion as set forth
in Item 601(b)(8) of Regulation S-K and Section III of Staff Legal Bulletin No. 19, do not apply to the filing.

Selected Unaudited Financial Data
as of January 31, 2023, page 23

 3. The
                                            combined financial information does not appear to comply with the requirements for the presentation
                                            of pro forma financial information in Article 11 of Regulation S-X. Please either remove
                                            this presentation, or explain to us the purpose of the presentation and the basis for its
                                            presentation. Refer to Item 11-02(a)(12) of Regulation S-X.

The
Company respectfully acknowledges the Staff’s comment and has removed the presentation of the combined financial information.

    3

Securities and Exchange Commission

April 17,
2023

Page 4

Market Price of and Dividends
on Common Equity

Comparative Per Share Market Price,
page 24

 4. Please
                                            disclose the market value of Hut 8 on an equivalent per share basis. Refer to Item 3(g) of
                                            Form S-4.

The
Company acknowledges the Staff’s comment and respectfully submits that since there is no public trading market for USBTC’s
common stock, the Company is unable to add additional equivalent per share market value information and believes that its current disclosure
on page 22 complies with Item 3(g) of Form S-4.

Risk Factors, page 27

 5. To
                                            the extent material, please discuss any reputational harm that either Hut 8 or USBTC may
                                            face in light of recent disruptions in the crypto asset markets, including bankruptcies,
                                            crypto asset price volatility, and legal proceedings involving prominent crypto platforms.
                                            For example, discuss how market conditions have affected how either company's business is
                                            perceived by customers, counterparties, and regulators, and whether there is a material impact
                                            on its operations or financial condition.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 37, 38, 39 and 33, 62, 63, 64,
65, 78 to discuss the potential reputational risks created by the recent digital asset market developments for Hut 8 and USBTC.

 6. Please
                                            describe any material risks to either Hut 8's or USBTC's business from the possibility of
                                            regulatory developments related to crypto assets and crypto asset markets. Identify material
                                            pending crypto legislation or regulation and describe any material effects it may have on
                                            either company's business, financial condition, and results of operations.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 36, 37, 38, 39 and 54, 62, 63, 64, 65, 78 to discuss
the material risks to Hut 8 and USBTC’s business from the possibility of regulatory developments related to digital assets and
the digital asset markets.

 7. Please
                                            describe any material risks that either Hut 8 or USBTC faces related to the assertion of
                                            jurisdiction by U.S. and foreign regulators and other government entities over crypto assets
                                            and crypto asset markets.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 36, 37, 39 and 54, 62, 63,
64, 65, 78 to discuss the material risks that Hut 8 and USBTC face related to the assertion of jurisdiction by U.S. and foreign
regulators and other government entities over digital assets and digital asset markets.

    4

Securities and Exchange Commission

April 17,
2023

Page 5

 8. To
                                            the extent material, please describe any gaps that either Hut 8's or USBTC's respective board
                                            or management have identified with respect to risk management processes and policies in light
                                            of current crypto asset market conditions as well as any changes they have made to address
                                            those gaps.

The Company acknowledges the
Staff’s comment and respectively advises the Staff that Hut 8’s or USBTC’s respective boards or management have not
identified any gaps with respect to risk management processes and policies in light of current digital asset market conditions, and accordingly
the Company has not made revisions to the Amendment with respect to this comment.

 9. Please
                                            describe any material financing, liquidity, or other risks that either Hut 8 or USBTC faces
                                            related to the impact that the current crypto asset market disruption has had, directly or
                                            indirectly, on:

 · The
                                            value of the crypto assets or miners that either company uses as collateral; or

 · The
                                            value of either company's crypto assets, miners or mining real estate used by others as collateral,
                                            as applicable in each case.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 38 and 33, 62, 63, 64, 65, 78 to discuss the material
financing and liquidity risks for Hut 8 and USBTC. Other than broad volatility in the digital asset market, neither Hut 8 nor USBTC
has experienced material financing or liquidity disruptions.

 10. To
                                            the extent material to either Hut 8 or USBTC, please describe any of the following risks
                                            from disruptions in the crypto asset markets:

 · Risk
                                            from depreciation in either company's stock price.

 · Risk
                                            of loss of customer demand for either company's products and services.

 · Financing
                                            risk, including equity and debt financing.

 · Risk
                                            of increased losses or impairments in either company's investments or other assets.

 · Risks
                                            of legal proceedings and government investigatio