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CORRESP
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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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July 14, 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. 2 to Registration Statement
    on Form S-4

    Filed June 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 July 7, 2023 (the “Comment Letter”)
with respect to the above-referenced Amendment No. 2 to Registration Statement on Form S-4 filed with the Commission on June 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

July 14, 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. 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 Company respectfully acknowledges
the Staff’s comment and has updated the table under the heading Currency and Exchange Rate Data.

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 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.

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 99, 102, and 104.

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.

    2

Securities and Exchange Commission

July 14, 2023

Page 3

 · 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.

The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 100, 101, 103, 105 and 106. The Company respectfully submits that the financial projections were prepared
by management of Hut 8 and USBTC, respectively, based on information available in January 2023 and therefore only reflect the parties'
views as of that date.

Notwithstanding the fact that
projections by definition are inherently uncertain and are based on a variety of assumptions, the Company has determined to provide supplemental
disclosure in order to facilitate enhanced investor understanding of the parties' business in light of recent developments since the time
the projections were prepared. Specifically, the Company has revised the disclosure to supplementally address the potential impact on
the financial projections of the remediation efforts at Hut 8’s Drumheller site, the continued shut down of Hut 8’s North
Bay site and Hut 8’s attempt to relocate and re-energize the miners from Hut 8's North Bay site at a different location, delay’s
in Hut 8’s expansion capital expenditures, the deferral of the restart of Hut 8’s yield enhancement program, and, with respect
to both Hut 8 and USBTC, that the average price of Bitcoin and the Bitcoin total network hash rate have increased to levels higher than
what was assumed when the projected financial information was prepared in January 2023. Additionally, the Company has added disclosure
acknowledging that the projections are subject to greater uncertainty given (i) the passage of time since they were first formulated,
and (ii) broader market volatility in the digital asset markets. As disclosed on pages 101, 103 and 106 Hut 8 and USBTC’s management
do not believe that the projected financial information included herein should be relied upon as a current forecast of the near-term results
that Hut 8 and USBTC may achieve.

The Company respectfully advises
the Staff that while the projections may not necessarily reflect management’s current views on future performance, neither Hut 8
nor USBTC intend to revise the forecasts to reflect the occurrence of these or any other future events, as the projections were not prepared
with a view toward ongoing public disclosure and both Hut 8 and USBTC management believe that the recent events described above are likely
to only impact certain near-term projections. The Company confirms that these developments have not affected the recommendations of the
boards of directors of Hut 8 or USBTC as to how securityholders should act with respect to the proposed Business Combination.

    3

Securities and Exchange Commission

July 14, 2023

Page 4

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 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.

The Company respectfully acknowledges
the Staff’s comment and has revised the risk factor on page 40 and the disclosure on pages 140 and 144 to discuss any future yield
enhancement program.

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.

    4

Securities and Exchange Commission

July 14, 2023

Page 5

The Company acknowledges the
Staff’s comment and notes the following in respect of the bullet-point items:

 A. Acceleration of USBTC Options

Certain USBTC Options include
acceleration provisions for any unvested USBTC Options thereunder upon the occurrence of certain “go public” events, including
the proposed Business Combination. As the closing of the Business Combination will trigger the acceleration of any unvested USBTC Options
as of the closing date under such acceleration provisions, these USBTC Options will become vested and have been included in the below
calculation of “share equivalents that are in-the-money and vested.” All compensation related to the vesting upon acceleration
is incorporated into the pro forma adjustment.

The below tables show the
expected share ownership following the completion of the Business Combination, calculated based on the outstanding securities of Hut 8
and USBTC as at July 12, 2023 and projected as of July 31, 2023 when assuming that the Business Combination is consummated on those respective
dates:

    As of July 12, 2023
    Hut 8
    USBTC
    Hut 8 Corp.

    Common stock
    44,338,342
     44,161,670(1)
     88,500,012

    Percentage of Common stock ownership
    50.10%
    49.90%

    Share equivalents that are in-the-money and vested
    73,695 (2)
     1,184,711 (3)
     1,258,406

    Common stock and share equivalents that are in-the-money and vested
     44,412,037
     45,346,381
     89,758,418

    Percentage of Common stock and share equivalents that are in-the-money and vested
    49.48%
    50.52%

    Share equivalents that are either unvested and/or out-of-the-money
    1,504,560 (4)
     3,350,579 (5)
     4,855,139

Notes:

 1. Assumes the issuance of 1,441,912 shares of USBTC common stock prior to the closing of the Business Combination
described in Section 5.D below, adjusted by the USBTC Exchange Ratio.

 2. Consists of the 368,477 Hut 8 DSUs adjusted by the Hut 8 Exchange Ratio.

 3. Consists of the 897,723 vested USBTC Options, and assumes the acceleration of 866,290 USBTC Options at
the closing of the Business Combination as described above, all as adjusted by the USBTC Exchange Ratio.

 4. Consists of: (i) 7,398,325 unvested Hut 8 RSUs; (ii) 115,000 out-of-the-money vested Hut 8 Options; (iii)
9,477 out-of-the-money Warrants of Hut 8, all as adjusted by the Hut 8 Exchange Ratio.

 5. Consists of 4,988,950 unvested USBTC Options, adjusted by the USBTC Exchange Ratio.

    As of July 31, 2023
    Hut 8
    USBTC
    Hut 8 Corp.

    Common stock
    44,338,342
     44,161,670 (1)
     88,500,012

    Percentage of common stock ownership
    50.10%
    49.90%

    Share equivalents that are in-the-money and vested
    73,695 (2)
     1,189,359 (3)
     1,263,054

    Common stock and share equivalents that are in-the-money and vested
     44,412,037
     45,351,029
     89,763,066

    Percentage of common stock and share equivalents that are in-the-money and vested
    49.48%
    50.52%

    Share equivalents that are either unvested and/or out-of-the-money
    1,504,560 (4)
     3,340,968 (5)
     4,845,528

Notes:

 1. Assumes the issuance of 1,441,912 shares of USBTC common stock prior to the closing of the Business Combination as described in Section
5.D below, adjusted by the USBTC Exchange Ratio.

 2. Assumes 368,477 Hut 8 DSUs vested, adjusted by the Hut 8 Exchange Ratio.

    5

Securities and Exchange Commission

July 14, 2023

Page 6

 3. 3. Consists of the 912,643 vested USBTC Options, and assumes the acceleration of 858,290 USBTC Options at the closing of the Business
Combination as described above, all as adjusted by the USBTC Exchange Ratio.

 4. Consists of: (i) 7,398,325 unvested Hut 8 RSUs; (ii) 115,000 out-of-the-money vested Hut 8 Options; (iii)
9,477 out-of-the-money Warrants of Hut 8, all as adjusted by the Hut 8 Exchange Ratio.

 5. Consists of 4,974,639 unvested USBTC Options, adjusted by the USBTC Exchange Ratio.

 B. USBTC unvested options

Regarding USBTC Options that
are unvested and not included as share equivalents, these USBTC Options are held by over 55 USBTC employees, officers, and directors with
various vesting terms. However, a majority of such options are based on USBTC’s standard vesting schedule, which includes vesting
over either a four or six year period, each with a one-year cliff, with the remaining portion vesting ratably over the remaining period,
subject to continued employment or directorship, as applicable. Approximately 1.2 million of unvested USBTC Options are set to vest with