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    Skadden, Arps, Slate,
    Meagher & Flom llp

    One Manhattan West

New York,
NY 10001

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www.skadden.com

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July 21, 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 (i) certain comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 7, 2023 (the “Comment
Letter”), and (ii) the oral comments received from the Staff via telephone on July 13, 2023 and July 14, 2023,
in each case 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”).

The Company has filed on July 14,
2023, 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 21, 2023

Page 2

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 (unless otherwise stated) 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

Unaudited Pro Forma Condensed Combined Financial
Statements

Note 4. Adjustments for the effect of reclassifications,
foreign exchange and IFRS / U.S. GAAP differences for Hut 8, page 232

 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 each miner and explain your response.

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

 A. Contract Inception

Hut 8 considers contract
inception in accordance with ASC 606-10-25-2. A contract only exists if it creates enforceable rights and obligations between the contracting
parties. This concept is further considered in Question 7 of the Financial Accounting Standards Board Revenue Recognition Implementation
Question & Answers (the “Q&A”) of which the impact of termination clause was assessed in order to determine
the contract duration.

Securities and Exchange Commission

July 21, 2023

Page 3

While
the examples in Question 7 of the Q&A do not directly address the concept of contract inception, it is noted that the contract period
only exists when the parties have present enforceable rights and obligations and a termination of a contract without cause and penalty
would render the contract unenforceable. Example 1 of Question 7 outlines that if a contract can be terminated by each party without
compensation, then the duration of the contract does not extend beyond the goods or services already transferred (as the right to payment,
i.e., the obligation, would normally continue to exist for goods or services performed, but does not extend after the delivery of existing
goods or services). Therefore, by inference to Example 1, Hut 8 considers that the contract inception would be when Hut 8 first delivers
goods or services to the mining pool, i.e. the point when enforceable rights and obligations first exist. As of result of the contract
duration (as discussed below), contract inception is considered to be at the beginning of the day, as Hut 8 generally provides computing
power continuously.

In terms of the contract duration, Hut 8 has referred to Example 1
and 2 of Question 7 of the Q&A and determined that the contract duration is a day. This assessment is further discussed in response
to Comment #5 below.

 B. Share Validity

Hut 8 considers that it is possible to provide computing power that
does not result in valid shares. The mining pool uses valid shares as a proxy to infer the total hashrate contributed to the mining pool
over time based upon the number of valid shares that would be produced based upon an anticipated network difficulty. This inferred hashrate
is then used to determine the total hashrate contributed by Hut 8. While the computing power is provided based on the mining pool’s
requirement, a ‘share’ that is submitted can be invalid (a.k.a. a ‘stale’ share) if the share was submitted but
it was too late as the current block has already been solved by another party and the blockchain has already moved on to mining the next
block.

A stale share typically exists as a result of network latency (i.e.,
in relation to the network connectivity and network conditions at the time). Hut 8’s stale rate is generally about 0.25% (although
this can vary with different network conditions), which corresponds to approximately 1.5 seconds of network latency. To put this in context
for each 600-second block, the last 1.5 seconds before the block is won goes stale due to the 1.5 second network latency from when Hut
8 hashed a block until it gets delivered to the mining pool and verified.

 C. Contract Inception for Each Miner

Hut 8 does not consider contract
inception separately for each miner. Specifically, Hut 8 only considers contract inception (and other concepts such as contract duration)
under ASC 606 at the contract level as ASC 606-10-25-1 requires that an entity shall account for a contract with a customer that is within
the scope of ASC 606 when the contract satisfies certain conditions. Bifurcation of the contract into smaller components (e.g. to each
individual miner) is not done, as each individual miner is not identified in the contract with the customer. The individual miners are
a means of delivering the performance obligation but they are not, on their own, identified in the contract, nor would they each form
a separate contract. An individual miner could break, or some individual miners could be turned off for energy curtailment while the rest
are running, and Hut 8 does not consider that to be termination of a contract since Hut 8 would still be providing hashrate to the mining
pool.

Securities and Exchange Commission

July 21, 2023

Page 4

USBTC Financial Statements

Note 4. Basis of Presentation, Summary of Significant Accounting
Policies and Recent Accounting Pronouncements

Revenue Recognition

Cryptocurrency Mining, page F-18

 16. We are still considering your response to prior comment
23 and may have further comments. In the interim, please respond to the following:

 · You disclose in this policy note that contracts begin when you provide computing power to the pool
operator and have a duration of either an hour or a day. Tell us more as to why you have hourly or daily contracts. In your response specifically
address the following:

 o Tell us your consideration of Example 2 of Question 7 of the FASB Revenue Recognition Implementation
Q&As given that you indicate that your contracts are terminable, without conditions or penalties, at any time by either party. Tell
us why this Example 2, when coupled with the guidance in Example 1 of the same Question is not indicative of contracts shorter than one
hour or 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.

 o Tell us in more detail about your determination of the timing of contract inception for any agreements
with hourly payouts. Clarify for us whether hourly contracts are settled hourly and, regardless, whether you measure the fair value of
bitcoin consideration at the beginning of each hourly period.

 o Tell us whether you consider contract inception separately for each miner and explain your response.

 o As previously requested, tell us how you perform the process to determine fair value at contract
inception.

 · In determining your payment due under the FPPS or PPS+ payment methods as disclosed in this policy
note 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 further about the requirement to offer discounts to your customers to incentivize them to
use ViaBTC product offerings in your executed strategic cooperation agreement with ViaBTC as provided in Exhibit A to your April 17,
2023 response and explain the impact this agreement has on your revenue recognition and transaction price.

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

 A. Contract Inception & Duration

USBTC considers contract inception
to be at the beginning of the day (or hour in the case of ViaBTC) and the contract duration to be a day (or an hour for the ViaBTC contract)
in accordance with ASC 606-10-32-21, Question #7 of the Q&A and as discussed above in response to Comment #13. USBTC measures the
fair value of Bitcoins at the beginning of each day (or hour for the ViaBTC contract).

Securities and Exchange Commission

July 21, 2023

Page 5

USBTC does not consider contract
inception separately for each miner for the same reasons as discussed above in response to Comment #13.

USBTC determines the fair value of Bitcoins by obtaining the price
information from Coinbase, its principal market, at the beginning of the day (or at the beginning of the hour for the ViaBTC contract).
The price information is then combined with the quantity of Bitcoins received to determine the daily (or hourly) revenue from the mining
pools.

 B. Share Validity

USBTC notes that a share can be invalid for the reasons discussed above
in response to Comment #13, which is generally caused by network latency issues.

 C. ViaBTC Agreement

USBTC entered into the contract
with ViaBTC with the aforementioned clause to facilitate entry into the contract and foster a beneficial relationship between the parties
going forward. While there was discussion about hosting customers and recommending these hosting customers to use ViaBTC as the mining
platform, this did not go beyond entering into the contract with no consideration given in the determination of the transaction price
in the contract. Furthermore, USBTC has not had, and does not currently have, any hosting customers and thus such clause has never been
triggered. If USBTC did have hosting customers, this contract term would be immaterial in the context of the contract with the customer
(as outlined in ASC 606-10-25-16A) and there would be no impact to revenue recognition. This assessment is further discussed in response
to Comment #5 below.

Financial Statements of TZRC LLC

Note 2. Basis of Presentation, Summary of Significant Accounting
Policies and Recent Accounting Pronouncements

Revenue Recognition

Cryptocurrency Mining, page F-76

 20. We acknowledge your response to comment 29. Tell us how
you determine when inception occurs for purposes of measuring the fair value under ASC 606-10-32-21.

The Company respectfully acknowledges the Staff’s comment and
submits that TZRC LLC considers contract inception to be at the beginning of the day and the contract duration to be a day in accordance
with ASC 606-10-32-21, Question #7 of the Q&A and as discussed above in response to Comment #13.

Securities and Exchange Commission

July 21, 2023

Page 6

In addition to the written comments above, the Company received
the following oral comments from the Staff, which have been reproduced below.

Background

 1. Please clarify whether the accounting memo was intended to address only the application of U.S.
GAAP or whether it is intended to address IFRS also. If both frameworks are being addressed in this memo, consider elaborating in each
step what would be the key consideration and differences between the frameworks. If the memo is intended to address IFRS, please also
include the relevant IFRS 15 citations in the memo.

The Company acknowledges
the Staff’s comment and respectfully notes that the reference to IFRS 15 was an error, and should have instead referenced ASC 606.
The accounting memo was intended to address only the application of U.S. GAAP for the both Hut 8 and USBTC and was not intended to cover
the application of IFRS.

 2. Please clarify the meaning of ‘Share difficulty’ on Page 2 of your memo. Specifically,
please clarify whether the mining pool difficulty would be harder or easier than the Bitcoin network difficulty and whether this would
have any impact on your revenue recognition analysis.

The Company respectfully acknowledges the Staff’s comment and
would like to explain that the ‘Share difficulty’ is the particular difficulty level set by the mining pool and is used to
estimate with high level of reliability the amount of individual computing power provided by the mining pool participants. The ‘Share
difficulty’ allows the pool to limit the amount of data transmitted from the mining pool participants for practicality reasons and
is always set at a level lower than the Bitcoin network difficulty. As such, the ‘Share difficulty’ level is easier than the
Bitcoin network difficulty level.

Mining pool operators compensate each mining pool participant based
on the participant’s hashrate. The simplest way to calculate the consideration owed to each pool participant would be to total the
hashes provided by each mining participant. However, pool participants generate an enormous number of hashes each second and submitting
all of the hashes would result in significant data transmission difficulties. Instead, the only hashes the pool participants provide are
the “extremely rare” hashes that meet the “Share difficulty” threshold. These are rare enough that the data transfer
is not burdensome (e.g., about one in every hundred trillion hashes satisfies the Share diffic