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    Skadden,
                                            Arps, Slate, Meagher & Flom llp

One
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August 9, 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. 3
to Registration Statement on Form S-4

Filed July 17,
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 August 2, 2023 (the “Comment
Letter”) with respect to the above-referenced Amendment No. 3 to Registration Statement on Form S-4 filed with the
Commission on July 17, 2023 (the “Registration Statement”).

Subsequently to the submission
of this letter, the Company will file, 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

August 9, 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
correspond to the page numbers and captions in the Registration Statement.

Amendment No. 3 to Registration Statement
on Form S-4

Certain Projected Financial Information
Utilized by Hut 8's Financial Advisors, page 98

 1. We note your response to
                                            comment 4 and your additional disclosures, including on page 101 that "Hut 8 has
                                            not implemented any yield enhancement strategies at this time," and that "[a]ny
                                            future implementation of a yield enhancement strategy would be decided upon with reference
                                            to the timing of the consummation of the Business Combination." To the extent that any
                                            expected or known material terms related to any such strategies are known although not finalized
                                            prior to effectiveness, please revise to update your disclosure in a pre-effective amendment
                                            to disclose the same and address the substance of comment 4 to the extent the information
                                            is material and reasonably available.

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that Hut 8 has not entered into any negotiations with respect to any yield enhancement programs. If Hut 8 begins to
implement a yield enhancement strategy, the Company will revise the disclosure to include any expected or known material terms in a future
amendment to the Registration Statement as requested by the Staff.

Information About Hut 8, page 139

 2. We note your disclosure
                                            that Hut 8, through Hut 8 Holdings, entered into a $50 million credit agreement with Coinbase
                                            Credit, Inc. Please disclose the date on which such agreement was entered into. Also
                                            please tell us how you considered filing the same as an exhibit to the registration statement.
                                            See Item 601(b)(10) of Regulation S-K.

The Company respectfully acknowledges
the Staff’s comment and will revise to include the date of June 26, 2023 for the Coinbase Agreement between Hut 8 Holdings and Coinbase
Credit, Inc. in the Amendment, as illustrated on page A-2 of Appendix A. The Company will file the Coinbase Agreement as an exhibit
pursuant to Item 601(b)(10) of Regulation S-K in the Amendment.

 3. On page 149 you disclose
                                            a new $50 million credit agreement with Coinbase Credit, Inc. that requires you to post
                                            collateral in the form of bitcoin. Please tell us your accounting for collateral under U.S.
                                            GAAP and reference for us the authoritative literature you rely upon to support your accounting.
                                            In your response, tell us:

 · Who controls the private keys
                                            for the posted collateral;

 · What rights you have to retrieve
                                            the posted collateral; and

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Securities and Exchange Commission

August 9, 2023

Page 3

 · What rights Coinbase Credit, Inc.
                                            and its affiliates have to use the posted collateral. Explain whether they can rehypothecate,
                                            loan, sell or otherwise dispose of the posted collateral.

The Company respectfully acknowledges the Staff’s
comment and would like to provide the following in respect of the bullet point questions:

 A. Control of Private Keys for the Posted
                                            Collateral and Rights to Retrieve Posted Collateral

Pursuant to the terms of
the Coinbase Agreement, Coinbase Custody Trust Company, LLC (“Coinbase”) controls and manages private keys on behalf
of Hut 8’s collateral wallet.

Hut 8’s right to retrieve the
posted collateral depends on the loan-to-value ratio between the principal outstanding in the loan and the fair value of collateralized
Bitcoin in custody (the “LTV”). If (i) the LTV is less than 50% (the “Release LTV”) for five consecutive
calendar days, (ii) the LTV is less than the Release LTV at the time of release of the collateral and (iii) immediately before and after
the five consecutive calendar days referenced in (i), the following conditions are met: (a) the Company is not in default on the loan,
(b) the loan is not otherwise repayable, (c) the LTV is not equal to or greater than the Top Up LTV (defined as an LTV below 70%), and
(d) Hut 8 is not otherwise required to pledge more collateral due to a margin call event, then Hut 8 may request that collateral held
by Coinbase be returned such that the LTV does not exceed the Initial LTV (defined as an LTV below 60%). For any period beginning
on any day when the fair value of Bitcoin declines by greater than 60% of the fair value of Bitcoin as at the loan inception date, and
ending on the first day thereafter when the fair value of Bitcoin is equal to or greater than the fair value of Bitcoin as at the loan
inception date, a “Deleveraging Trigger Period” will occur which impacts the LTV ratios as follows: Initial LTV will be defined
as below 55%; Top Up LTV will be defined as below 65%; and Release LTV will be defined as below 45%.

 B. Creditor’s Rights to the Posted
                                            Collateral

Under the terms of the Coinbase
Agreement, Coinbase does not have any right to rehypothecate, loan, sell or otherwise dispose of the posted collateral.

 C. Hut 8’s Accounting Analysis under
                                            U.S. GAAP

In accordance with ASC 860-30-50-1A, reporting entities are required
to disclose in the balance sheet or footnotes the fact that assets are pledged as collateral against a liability. Further, under ASC 860-30-50-1A(b)
a company would disclose both of the following:

 1. The carrying amount and classifications
of both of the following:

                                                                                                (i) any assets pledged as collateral that are not reclassified and separately reported in the statement
of financial position in accordance with paragraph 860-30-25-5(a); and

                                                                                               (ii) associated liabilities.

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Securities and Exchange Commission

August 9, 2023

Page 4

 2. Qualitative information about the relationship(s) between those assets
and associated liabilities; for example, if assets are restricted solely to satisfy a specific obligation, a description of the nature
of restrictions placed on those assets.

Hut 8 has included the collateralized Bitcoin in a separate financial
statement line item, identified as an asset pledged as collateral against the $50 million loan.

Key Operating and Financial Indicators,
page 141

 4. In your response to comment
                                            6, you referred to the note to paragraph (e) of Item 10(e) of Regulation S-K, which
                                            permits a non-GAAP financial measure that would otherwise be prohibited by Item 10(e)(1)(ii) in
                                            a filing of a foreign private issuer if certain conditions are met. Please address the following:

 · Since the non-GAAP measure is
                                            included in a domestic filing of a domestic registrant (i.e., not just incorporated by reference),
                                            tell us why you believe that this note applies to your non-GAAP measure.

 · Tell us specifically how you
                                            meet the second criterion under the note to paragraph (e) in Item 10(e). In this regard,
                                            tell us how this specific non-GAAP measure and its related adjustments are "required
                                            or expressly permitted" by the Canadian guidance you reference in your response.

Otherwise, revise the non-GAAP
measure to comply with Item 10(e)(1)(ii) by removing the adjustments for the gain on disposition of digital assets and the revaluation
loss (gain) of digital assets.

The Company respectfully acknowledges the Staff’s comment and
will revise the non-GAAP measure to comply with Item 10(e)(1)(ii) by removing the adjustments for the gain on disposition of digital assets
and the revaluation loss (gain) of digital assets in the Amendment as illustrated on page A-1 of Appendix A.

Unaudited Pro Forma Condensed Combined
Financial Statements

Note 2. Business Combination Transaction Adjustments, page 229

 5. Please confirm, if true,
                                            that the 1,441,912 USBTC share issuance identified in response to comment 5 and as disclosed
                                            on page 200 is included in the $19.5 million pro forma stock compensation adjustments
                                            (c) and (d). If not true, revise your adjustment to include this issuance.

The Company respectfully acknowledges the Staff’s comment and
confirms that the stock compensation adjustments in (c) and (d) presented on page 200 of the Registration Statement are inclusive of the
adjustment associated with the 1,441,912 USBTC share issuance identified in response to comment 5 in the Staff’s comment letter
dated July 7, 2023.

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Securities and Exchange Commission

August 9, 2023

Page 5

 6. Based on your response
                                            to comment 9, it appears that you have assumed that there is no acquisition of control (AOC)
                                            in the business combination. Please address the following:

 · Revise to discuss the underlying
                                            assumptions you made in determining the amount of deferred tax liabilities.

 · Tell us how AOC is defined and
                                            why you have assumed there is no AOC.

 · Tell us the nature of the additional
                                            planning on the stub period pre-acquisition of control tax return for Hut 8 Holdings Inc.
                                            that will be required to provide for the desired offset and whether it is even feasible to
                                            implement the necessary tax planning strategies.

 · Tell us whether the tax character
                                            (i.e., capital versus ordinary) of your operating loss carryforwards is the same as the step-up
                                            in basis for cryptocurrencies and that they can be offset against one another.

The Company respectfully acknowledges the Staff’s comment and
would like to provide the following explanation in addition to subsequently revising the pro forma financial statements in the Amendment
to discuss the underlying assumptions:

Generally, an acquisition of control (an “AOC”)
occurs when a person or entity (or groups of persons or entities) acquires sufficient shares of a company so that they have the right
to a majority of the votes in an election of the company's board of directors. The intention of the Company would be that upon closing
of the transaction, if AOC cannot be obtained, the Company would implement the planning strategies discussed below to ensure that Hut
8 Holdings Inc.'s Net Operating Loss (“NOL”) balance could be used to shelter capital gains triggered by a step-up
in basis for cryptocurrencies.

To the extent there is a step-up in the accounting basis of cryptocurrencies
held by Hut 8 Holdings Inc., thereby giving rise to a deferred tax liability in Hut 8 Holdings Inc., Hut 8 Holdings Inc. would file an
election to trigger the capital gain. Hut 8 Holdings Inc. could use its existing NOL balance to offset the capital gain. This planning
essentially eliminates a loss streaming issue which could arise if the capital gain on the cryptocurrencies were to be triggered in a
post-acquisition of control taxation year. Subsequent to filing this election, Hut 8 Holdings Inc. should have tax basis in its cryptocurrencies
equal to its accounting basis in the cryptocurrencies, resulting in no deferred tax asset or liability at that time. The Company does
not foresee any issues with filing the noted election to implement the tax planning strategies.

Finally, in respect of the
tax character of the operating loss carryforwards, in Canada NOLs can be used to shelter income which is capital or ordinary. Therefore,
Hut 8 Holdings Inc.'s NOL balance should be available to shelter capital gains triggered by a step-up in basis for cryptocurrencies.

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Securities and Exchange Commission

August 9, 2023

Page 6

Note 4. Adjustments for the effect of reclassifications,
foreign exchange and IFRS / U.S. GAAP differences for Hut 8, page 231

 7. The adjustments for (i) realized
                                            gain (loss) on sale of cryptocurrency on page 233 and (ii) revaluation (loss) gain
                                            on digital assets net of tax on pages 233 and 234, are missing references to where those
                                            adjustments are described. Please revise.

The Company respectfully acknowledges
the Staff’s comment and has will update the relevant references in the Amendment as illustrated on page A-4 and A-5 of Appendix
A.

 8. We are still considering