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    Skadden,
                                            Arps, Slate, Meagher & Flom llp

                                                                    One
                                            Manhattan West

New
York, NY 10001

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

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    June 12,
    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:
    Eric Envall

    David Lin

    Kate Tillan

    Mark Brunhofer

    Re:
    Hut 8 Corp.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed April 18, 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 May 19, 2023 (the “Comment
Letter”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-4 filed with the
Commission on April 18, 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

June 12,
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 Amendment. 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.

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 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.

The Company acknowledges the Staff’s comment and respectfully submits that, notwithstanding contractual obligations of the parties
to attempt to achieve a tax-free exchange, where the discussion of the tax consequences of the Merger does not represent that a transaction
is tax-free, no opinion is required, particularly where the discussion provides full disclosure of the anticipated consequences of the
transaction being taxable. As discussed with the Staff via teleconference on June 5th, 2023, there is  significant uncertainty as
to whether the transaction is eligible to be tax-free under Section 351(a) of the Code. Specifically, there is uncertainty as to whether
Bitcoin is a security, or is treated as a security, for purposes of Section 351(e)(1) of the Code, which treatment could cause the transaction
to be taxable. The Company has revised the disclosure on pages 5, 15, 31 and 135 to 137 to describe to shareholders the basis and degree
of the uncertainty as to the tax treatment of the Merger.

Securities and Exchange Commission

June 12,
2023

Page 3

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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 39.

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.

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 55 and 56.

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 Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 58 with respect to USBTC and confirms that Hut 8 will revise its 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.

The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 98 to 105.

Securities and Exchange Commission

June 12,
2023

Page 4

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.

The Company acknowledges
the Staff’s comments and respectfully makes the following submissions.

For situations where a business combination
effected primarily by exchanging equity interests, ASC 805-10-55-12 through 55-14 requires that one should look to, among other
factors, the relative voting rights of both parties. When assessing the relative voting rights, the accounting acquirer is typically
the entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. Pursuant to
ASC 805-10-55-12(a), options, warrants and other convertible instruments assumed or exchange in a business combination are
considered in the determination of the accounting acquirer if the holders of these instruments are viewed to be essentially the same
as common shareholders. It is generally considered across different accounting literatures that options warrants and
convertible instruments that are in the money and are vested, exercisable or convertible may be included in the determination of the
relative voting rights in the combined entity. Conversely, options, warrants and convertible instruments that are not vested,
exercisable or convertible until after the acquisition date generally should not be included in the assessment or relative voting
rights.

Securities and Exchange Commission

June 12,
2023

Page 5

As further described below
in Subsection A, the Company respectfully advises the Staff that USBTC’s securityholders would have a slight advantage as compared
to Hut 8 securityholders in terms of relative voting rights at the various assumed closing dates of the Business Combination, which, under
ASC 805-10-55-12(a) supports the Company’s conclusion that USBTC would be the accounting acquiror.

Furthermore ASC
805-10-55-12 also provides other factors to consider, especially when the relative voting rights split is not fully determinative,
including the existence of a large minority voting interest, composition of governing body, composition of senior management, terms
of exchange of equity interest, relative size of the combining entities, etc. Notwithstanding that the initial test of relative
voting right supports the conclusion of USBTC as the accounting acquiror, given that USBTC’s voting rights advantage was not
significant, the Company felt it prudent to consider the additional factors discussed above and summarized further below in
Subsections B through H. As further described below, the relative size of the combining entities also supported the Company’s
conclusion that USBTC would be the accounting acquirer at the closing of the Business Combination. As a result, the Company
respectfully advises the Staff that it believes its use of USBTC as the accounting acquiror in the Registration Statement is
correct.

 A. The
                                            relative voting rights in the combined entity.

Set out below is a table
showing the outstanding securities of Hut 8 as of May 21, 2023:

    Type
    of Security
    Number
    of Securities
    Notes

    Common shares
    221,278,374
    Hut 8’s common shares
    have voting rights

    Restricted Stock Units
    7,832,659
    Unvested, no exercise price
    and no voting rights

    Deferred Stock Units
    326,596
    Fully vested, no exercise
    price and no voting rights

    Vested Stock Options
    115,500
    Fully vested, C$5.00
    exercise price and no voting rights

    Warrants
    11,304,441
    C$6.25 exercise price,
    expiring June 15, 2023 and no voting rights

    Warrants
    9,477
    C$13.36 exercise price,
    expiring September 17, 2026 and no voting rights

Securities and Exchange Commission

June 12,
2023

Page 6

Set out below is a table showing the
outstanding securities of USBTC as of May 21, 2023:

    Type of Security
    Number of Securities
    Notes

    Common stock
    64,313,999
    USBTC’s common stock has voting rights

    Vested Stock Options
    802,066
    $0.26 and no voting rights

    Unvested Stock Options
    5,953,426
    $0.26 and no voting rights

The below tables show the expected share ownership following the completion
of the Transaction, calculated based on the outstanding securities of Hut 8 and USBTC as at May 21, 2023 and projected as of June 30,
2023 and July 31, 2023 when assuming that the Business Combination is completed on those respective dates:

     As of May 21, 2023
    Hut 8
    USBTC
    Hut 8 Corp.

    Common stock
    44,255,675
    43,193,282
    87,448,957

    Percentage of Common stock ownership
    50.61%
    49.39%
    -

    Share equivalents that are in-the-money and vested
    65,319(1)
    1,134,531(2)
    1,199,850

    Common stock and share equivalents that are in-the-money and vested
    44,320,994
    44,327,813
    88,648,807

    Percentage of Common stock and share equivalents that are in-the-money and vested
    49.99%
    50.01%
    -

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