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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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August
18, 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 (i) comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated August 2, 2023 (the “Comment
Letter”), and (ii) the oral comments received from the Staff via telephone on August 11, 2023, in each case 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 18, 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

USBTC
Financial Statements

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

Accounting Pronouncements

Revenue Recognition

Cryptocurrency mining, page F-18

 10. We
                                            are still considering your responses to comments 13, 16, 20, and related oral comments, and
                                            may have further comments. In the interim, please address the following:

 ● In
                                            response to oral comment 2, you told us that share difficulty impacts revenue recognition
                                            by influencing how the mining pool operator and mining pool participant, in this case Hut
                                            8 or USBTC, have agreed to measure progress in accordance with the guidance in ASC 606-10-25-31,
                                            whereby a ‘share’ is considered the optimal way to measure Hut 8’s or USBTC’s
                                            delivery of computing power to the mining pool. Considering this and your response, tell
                                            us whether the share is your performance obligation and not computing power and explain why.

 ● Tell
                                            us if there is a mechanism in the computational work of the pool to ensure effectiveness
                                            by preventing the same hash being submitted by multiple participants.

 ● In
                                            response to oral comment 3, you indicate that all of the 4.3 billion available nonces are
                                            cycled through over 25,000 times a second. Tell us what limits the nonces to 4.3 billion
                                            and why they are not unlimited.

 ● Tell
                                            us why you believe the contract provisions with Foundry, Ultimus and ViaBTC cited in response
                                            to oral comment 5 provide each of these customers the ability to terminate the arrangements
                                            at any time without penalty as disclosed by USBTC on page F-48. Tell us what legal recourse
                                            you have, if any, if these pool operators terminate their contracts for reasons other than
                                            stipulated in the agreements. Explain whether you can force these customers to continue to
                                            operate their pools even if they make decisions to cease operations for valid business reasons,
                                            like mining ceases to be profitable for them.

 ● Although
                                            your response to oral comment 5 addressed the guidance in Example 2 of Question 7 of the
                                            FASB Q&A you did not appear to address the concept that the contract is as long as either
                                            party can terminate without penalty. If your contracts can be terminated at any time, without
                                            penalty by either party, tell us your consideration of whether duration is each hash or second.

 ● Further
                                            if Example 1 of Question 7 applies, and the contract is as long as you continue to provide
                                            services, tell us whether contract inception is the first time you start mining for the pool.
                                            Tell us why you appear to rely on the payment terms as the basis for the determination of
                                            contract duration.

    2

Securities and Exchange Commission

August 18, 2023

Page 3

 ● In
                                            response to oral comment 6, the terms and conditions of the Luxor contract appear to give
                                            it the right not to accept computing power without having to provide a reason and this term
                                            does not appear to be limited to instances of platform maintenance, technical problems, or
                                            account suspension. As a result, you appear to lose the right to claim any remaining balance.
                                            Tell us why Hut 8 nonetheless believes that this term of the contract only covers instances
                                            of platform maintenance or technical problems experienced by Luxor or breaches of the terms
                                            by Hut 8. Tell us why Hut 8 does not consider this to be a termination clause.

 ● We
                                            acknowledge your response to oral comment 12. In connection with the ViaBTC contract, you
                                            told us that USBTC does not currently have any hosting customers and thus the clause would
                                            not be triggered. Tell us why USBTC has hosting services revenues if it does not have hosting
                                            customers.

 ● We
                                            acknowledge your response to oral comment 14 regarding the variability associated with the
                                            consideration receivable. However, your response did not address how the block reward portion
                                            of the consideration cannot be reasonably estimated if network difficulty changes about every
                                            two weeks and contract duration is only one hour or one day. Tell us why the block reward
                                            would be fully constrained.

 ● Also,
                                            in response to oral comment 14, you told us that Hut 8 and USBTC elect to use an accounting
                                            convention to account for the revenue when the uncertainty is resolved at the end of the
                                            day when the statements are received. Tell us where the election is permitted in U.S. GAAP
                                            and how it complies with ASC 606.

 ● Tell
                                            us how often you receive the ViaBTC report (hourly, daily with hourly breakdown, other).

The
Company respectfully acknowledges the Staff’s comment and has provided the following explanations related to the bullet-point items:

 A. Identification
                                            of performance obligations

Hut
8 and USBTC believe that computing power is the performance obligation in accordance with ASC 606-10-25-19, as every hash is being generated
for the mining pool’s benefit – whether it is a positive result, which gets sent to the pool, or a negative result, which
reduces the population of potential hashes. The only reason that Hut 8, USBTC or any other pool participant would not send every hash
to the mining pool is the immense amount of data transfer required to do so, which is both administratively burdensome and physically
impractical. Shares, rather, are used as a method to prove and measure the total amount of hashes generated for the mining pool’s
benefit, and therefore the shares act as a proxy for measuring total computing power delivered by a pool participant. Therefore, the
Company believes that shares are an appropriate proxy used to calculate Hut 8 or USBTC’s actual performance obligation, which is
the delivery of computing power.

    3

Securities
and Exchange Commission

August 18, 2023

Page 4

 B. Mechanism
                                            to prevent same hash being submitted by multiple participants

Preventing
duplicate work submission is the responsibility of the mining pool operator. In order to prevent duplicate submissions, the mining pool
assigns different work to each of the pool participants by varying the Coinbase transaction output for each individual participant connected
to the pool via unique block templates. In addition, the pool operator verifies that each submission is unique and voids any duplicate
submissions.

Mechanically,
Coinbase transaction outputs consist of the instructions used by the network to distribute new Bitcoin from the network to the
wallet addresses of the pool’s choosing as well as the “scriptSig” field which, in accordance with the network
protocol rules, must contain between 2 and 100 bytes of data.

Thus,
the pool operator can utilize this 100-byte (800 bit) space to slightly vary the work provided to each participant to verify that no
two participants are working on the same template. This 800-bit space represents 2^800 (6.7E+240) possible combinations, which is a very
large number and inserting randomized data here ensures that no two work templates are the same. As the 800-bit space is also the same
space that is being used for the purposes of incrementing the “extra nonce”, participants also use it to increment their
own work as they exhaust the nonce space.

C.
Limitation on available nonces

The
nonce field in the block template is a 4-byte (32 bit) space which represents 2^32 (4,294,967,296) possible combinations. The nonce is
not unlimited because when the Bitcoin protocol was initially designed, it was infeasible for a single device to exhaust this 32-bit
space in less than one second, so a sufficiently large, yet efficiently small nonce size was chosen. As SHA-256 hashing computers became
faster over time, network participants began incrementing the 800-bit “scriptSig” out of necessity to avoid performing duplicate
work, which is known colloquially as the “extra nonce.” The “extra nonce” can also be viewed as a secondary space where miners can keep trying new combinations once they’ve
exhausted the primary nonce possibilities.

D.
Customer termination rights

The
Company has provided the key terms associated with termination rights that Hut 8 and/or USBTC and their respective customers (i.e. the
mining pools) have in the relevant contracts.

    Company’s
    Termination Rights
    Customer’s
    Termination Rights

    Foundry
    Contract (applicable to Hut 8 and USBTC)

    Clause
    7(b) - User may terminate the Service Agreement at any time upon settlement of any pending transactions.
    Clause
                                            7(c) - Further, Foundry may, at its sole discretion, limit, suspend or terminate User’s
                                            access to the Pool and Service if:

    i.
    User becomes subject to bankruptcy/insolvency proceedings,

    ii.
    User’s liquidates, dissolves, terminates, or suspends its business,

    iii.
    User breaches the Service Agreement, or

    iv.
    User performs any act or omission that materially impacts its ability to adhere to the Service Agreement.

    4

Securities and Exchange Commission

August 18, 2023

Page 5

    Luxor
    Contract (applicable to Hut 8)

    Clause
    5 - The Miner may terminate this Agreement at any time at its sole discretion, without penalty, by giving prior written notice to
    Luxor. Upon termination of this Agreement by the Miner, Luxor will immediately pay to the Miner all outstanding amounts owing to
    the Miner. Any amount due on termination and not paid shall accrue interest at a rate of [x] per annum.
    We
                                            reserve the right not to accept computing power offered by one or more users without having
                                            to provide a reason. This clause is applicable temporarily to all users (for example due
                                            to platform maintenance or technical problems) or to certain users (for example due to account
                                            suspension).

    Mining
    Section of Terms and Conditions - We reserve the right to terminate without prior notice permanently or temporarily the operation
    of any of our services, products or software. In such a case, the remaining balance in users accounts will be sent to the addresses
    provided.

    Ultimus
    Contract (applicable to USBTC)

    Clause
    6.1 - The User may terminate the Terms of Service, and close his account at any time, following settlement of any pending transactions.
    Clause
                                            3.1 - 3.1. ULTIMUS POOL has the right to suspend User’s account in case of non-fulfillment
                                            or unduly fulfillment of the Terms of Service by the User.

    Clause
    6.2. - The User also agrees that ULTIMUS POOL may, by giving notice, at its sole discretion terminate his/her access to the site
    and to his/her account, including without limitation, our right to: limit, suspend or terminate the service and Users' accounts,
    prohibit access to the site and its content, services and tools, delay or remove hosted content, and take technical and legal steps
    to keep Users off the site if we think that they are creating problems or possible legal liabilities, infringing the intellectual
    property rights of third parties, or acting inconsistently with the letter or spirit of these Terms.

    ViaBTC
    contract (applicable to USBTC)

    Clause
                                            2.3 - You may stop using our Services,