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    Skadden,
                                            Arps, Slate, Meagher & Flom llp

    One
    Manhattan West

    New
    York, NY 10001
    FIRM/AFFILIATE
    OFFICES

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September 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. 4 to Registration Statement
    on Form S-4

    Filed August 24, 2023

    Responses dated August 18, 2023 and
    August 24, 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 September 14, 2023 (the “Comment
Letter”) with respect to the above-referenced Amendment No. 4 to Registration Statement on Form S-4 filed with the
Commission on August 24, 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

September 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 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. 4 to Registration Statement on Form S-4

Cover
Page

 1. Please
                                            revise the exchange rate data table to reflect the exchange rates for the six months ended
                                            June 30, 2023 and 2022.

The
Company respectfully acknowledges the Staff’s comment and has revised the exchange rate data table to reflect the exchange rates
for the six months ended June 30, 2023 and 2022.

Selected
Historical Unaudited Pro Forma Condensed Combined Financial Data, page 21

 2. You
                                            refer to the historical audited consolidated financial statements of the King Mountain JV
                                            for the period from November 24, 2021 (inception) through December 31, 2021 and
                                            the historical audited financial statements of the King Mountain JV for the year ended December 31,
                                            2022, which are either incorporated by reference into the prospectus or included elsewhere
                                            in this prospectus. Please respond to the following:

 · Revise
                                            the disclosure to clarify why you refer to the King Mountain JV when the financial statements
                                            included beginning on page F-34 are for TZRC LLC.

 · Tell
                                            us where the historical audited financial statements of the King Mountain JV for the year
                                            ended December 31, 2022 are included elsewhere in the prospectus.

 · To
                                            the extent that you believe TZRC LLC financial statements are only required through September 30,
                                            2022, tell us your consideration of the guidance in Rule 3-09 of Regulation S-X.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 2 to clarify that USBTC
invested into the TZRC LLC joint venture entity in December 2022, which USBTC refers to as the “King Mountain JV”
in the Amendment and in this Response Letter due to the site location being in King Mountain, Texas.

In
addition, the Company respectfully advises the Staff that the reference in the Registration Statement regarding the historical
audited financial statements of the King Mountain JV for the year ended December 31, 2022 being included elsewhere in the
prospectus was included in the Registration Statement in error. As explained further below, such financial statements should not be
required to be included in the Registration Statement, and the Company has revised the disclosure on pages 21 and 220 to
correctly refer to the historical unaudited interim financial statements of the King Mountain JV for the nine months ended
September 30, 2022.

    2

    Securities and Exchange Commission

September 18, 2023

Page 3

USBTC
invested in the King Mountain JV on December 6, 2022, when it acquired a 50% membership interest in TZRC LLC (the “JV Investment”).
For the purposes of assessing the disclosure obligations of USBTC under the Securities Act of 1933, as amended (the “Securities
Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), USBTC qualifies as a
 “smaller reporting company” (as defined in Item 10(f)(1) of Regulation S-K) as a company with annual revenues of less
than $100 million and no public float. As a result, the Company assessed USBTC’s financial statement obligations with respect to
the JV Investment under Article 8 of Regulation S-X.

Rule 8-04
of Regulation S-X (financial statements of businesses acquired or to be acquired) directs smaller reporting companies to Rule 3-05
of Regulation S-X (financial statements of businesses acquired or to be acquired) to determine the financial statement disclosure
requirements for certain significant acquisitions. At the time of the JV Investment, USBTC determined that the JV Investment was considered
a significant acquisition, and TZRC LLC financial statements would be required to be included in the Registration Statement. As a result,
the Company included the most recent audited annual and unaudited interim financial statements available for TZRC LLC prior to the JV
Investment, which included (i) the audited consolidated financial statements of TZRC LLC for the period from November 24, 2021
(inception) through December 31, 2021, and (ii) the unaudited consolidated condensed financial statements of TZRC LLC for the
nine months ended September 30, 2022.

Following
the JV Investment, USBTC has accounted for its 50% interest in TZRC LLC as an investment in equity investees in accordance with ASC Topic
323, “Investments — Equity Method and Joint Ventures.” Under Article 8 of Regulation S-X,
smaller reporting companies are not required to file separate financial statements of equity investees as may otherwise be required under
Rule 3-09 of Regulation S-X. See SEC Financial Reporting Manual Item 1410.1. As a result, the Company believes it has appropriately
excluded separate financial statements for TZRC LLC, including audited consolidated financial statements for the fiscal year ended December 31,
2022, subsequent to the date of the JV Investment. USBTC discloses substantial information (including the information required under
Article 8 of Regulation S-X regarding its investment in the King Mountain JV), including a condensed consolidated income statement
and balance sheet for TZRC LLC for the relevant USBTC period, in USBTC’s financial statements included in the Registration Statement.
See Note 10 – Investments in unconsolidated joint venture in USBTC’s audited financial statements for the fiscal year
ended June 30, 2023 beginning on page F-21 of the Amendment.

Information
About Hut 8, page 138

 3. We
                                            note from Hut 8's Form 6-K filed August 14, 2023, and page 138 that Hut 8
                                            recently began offering graphics processing unit (GPU) based services for the Artificial
                                            Intelligence, Machine Learning and Media and Entertainment markets. Please respond to the
                                            following:

 · Tell
                                            us the amount of revenues earned from these services for the periods presented in the filing.

 · Tell
                                            us the significant terms of your agreements for these services.

 · Give
                                            us your analysis of the accounting for the services, citing the accounting literature applied
                                            and how you applied it to your facts and circumstances.

    3

    Securities and Exchange Commission

September 18, 2023

Page 4

The Company acknowledges the
Staff’s comment and respectfully submits that the language included in Hut 8’s Form 6-K filed August 14, 2023 and on page
128 of the Registration Statement states that Hut 8 is bullish on “building and operating computing infrastructure that powers Bitcoin
mining, traditional data centres, and emerging technologies like AI and machine learning.” While Hut 8 recently began offering access
to its graphics processing units (“GPUs”) for high performance computing in the areas of traditional data centers and emerging
technologies like AI and machine learning, no customer contracts for these services have been entered into by Hut 8 and no revenues for
these services have been recognized by Hut 8 to date. The Company has updated the disclosure on page 143 of the Amendment to this
effect. If and to the extent that Hut 8 enters into customer contracts to provide access to its GPUs for these services in the future,
Hut 8 will consider the appropriate accounting for such services based on the terms of any such customer contracts and the applicable
accounting literature in existence at such time.

Comparison
of Rights of Stockholders

Exclusive
Forum, page 218

 4. We
                                            note that the forum selection provision in New Hut’s certificate of incorporation and
                                            bylaws identifies the Court of Chancery of the State of Delaware as the exclusive forum for
                                            certain litigation, including any “derivative action.” Please disclose whether
                                            this provision applies to actions arising under the Exchange Act. If this provision does
                                            not apply to actions arising under the Exchange Act, please ensure that the exclusive forum
                                            provision in the governing documents states this clearly, or tell us how you will inform
                                            investors in future filings that the provision does not apply to any actions arising under
                                            the Exchange Act. Also please revise to include a risk factor regarding the exclusive forum
                                            provision in New Hut’s governing documents.

The
Company respectfully acknowledges the Staff’s comment and has added a risk factor detailing the exclusive forum provision on
page 36 of the Amendment.

Unaudited
Pro Forma Condensed Combined Financial Statements

Introduction,
page 219

 5. Please
                                            respond to the following:

 · We
                                            note that USBTC's acquisition of 50% of the membership interests in TZRC occurred in December 2022,
                                            while the pro forma statement of financial position is as of June 30, 2023, subsequent
                                            to the acquisition. Tell us why you discuss in the introduction reflecting the impacts of
                                            the transaction in this statement and include a column for adjustments related to the joint
                                            venture investment on page 220, instead of explaining that the historical balance sheet
                                            of USBTC already reflects the impacts of the transaction.

 · You
                                            disclose that the pro forma combined financial statements should be read in conjunction with
                                            the historical audited financial statements of the King Mountain JV for the year ended December 31,
                                            2022, and the historical audited financial statements of the King Mountain JV for period
                                            from inception through December 31, 2021.

 ο Revise
                                            the disclosure to clarify why you refer to the King Mountain JV when the financial statements
                                            included beginning on page F-34 are for TZRC LLC.

 ο Disclose
                                            where a reader may refer to the historical audited financial statements of the King Mountain
                                            JV for the year ended December 31, 2022.

 ο Disclose
                                            where a reader may refer to the historical audited financial statements of the King Mountain
                                            JV for the period from inception through December 31, 2021 (for example, included elsewhere
                                            in the prospectus).

    4

    Securities and Exchange Commission

September 18, 2023

Page 5

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 220 of the Amendment to clarify
that the impact is already reflected in USBTC’s historical balance sheet and the adjustment only relates to the statement of comprehensive
income. In addition, the disclosure has been revised to clarify that all references to King Mountain JV refers to TZRC LLC, which is
the legal entity name of the acquired joint venture, and refer to historical financial statements for the period ended September 30,
2022 as opposed to December 31, 2022 for the reasons described above in the Company’s response to Comment 2.

Unaudited
Pro Forma Combined Statement of Financial Position, page 220

 6. Please
                                            respond to the following:

 · Add
                                            an appropriate reference in the Acquisition Transaction Adjustments column for the
                                            adjustment to Cryptocurrency, pledged as collateral.

 · We
                                            note that goodwill represents approximately 24% of your total pro forma assets. Include a
                                            separate line item for your goodwill. Refer to Rule 11-02(a)(3) of Regulation S-X.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 221 of the Amendment to add
reference in the Acquisition Transaction Adjustment column for the adjustment to Cryptocurrency, pledged as collateral and has included
the presentation of goodwill as a separate line item.

Unaudited
Pro Forma Combined Statement of Operations, page 222