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CORRESP
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Skadden,
Arps, Slate, Meagher & Flom llp

    One
    Manhattan West
    FIRM/AFFILIATE

    OFFICES

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    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

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    BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    November 6, 2023

    New
    York, NY 10001

    ________

    TEL:
    (212) 735-3000

    FAX:
    (212) 735-2000

    www.skadden.com

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. 5 to Registration Statement
    on Form S-4

    Filed September 18, 2023

    Responses dated September 18, 2023 and
    October 11, 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 October 16, 2023 (the “Comment
Letter”) with respect to the above-referenced Amendment No. 5 to Registration Statement on Form S-4 filed with the
Commission on September 18, 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

November 6, 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. 5 to Registration Statement
on Form S-4

Risk Factors

The New Hut certificate of incorporation and New Hut bylaws will include a forum selection clause..., page 36

 1. We note your response to
                                            comment 4 and reissue in part. You disclose that the Court of Chancery of the State of Delaware
                                            is the sole and exclusive forum for any derivative action or proceeding brought on New Hut’s
                                            behalf, including any derivative action asserting violations of the Exchange Act. Please
                                            note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over
                                            all suits brought to enforce any duty or liability created by the Exchange Act or the rules and
                                            regulations thereunder. Please revise your disclosure to clarify, if true, that the company
                                            does not intend for the exclusive forum provision to apply to Exchange Act claims. If this
                                            provision does not apply to actions arising under the Exchange Act, please also 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.

The Company respectfully
acknowledges the Staff’s comment and confirms that the forum selection provisions in the New Hut certificate of incorporation and
New Hut bylaws would not apply to suits arising under the under the Securities Exchange Act of 1934 (the “Exchange Act”),
including derivative actions asserting violations of the Exchange Act, and has revised the risk factor detailing the exclusive forum
provision on page 36 of the Amendment. The Company has also revised the amended and restated certificate of incorporation and amended
and restated bylaws, in the forms filed as Exhibits 3.1 and 3.2 to the Amendment.

USBTC Financial Statements

Note 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Revenue Recognition, Cryptocurrency mining, page F-15

 2. Please note that we are
                                            still considering your responses in your letter dated October 11, 2023. In the meantime,
                                            we note from pages F-15 and F-44 that USBTC has determined that given the cancellation
                                            terms of the contracts, the contracts effectively provide them with the option to renew and
                                            that it determined that this renewal right is not a material right as the terms, conditions,
                                            and compensation amounts are at then market rates. Tell us whether Hut 8 has reached a similar
                                            conclusion.

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Securities and Exchange Commission

November 6, 2023

Page 3

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that Hut 8 has reached a similar conclusion to USBTC with regard to the
interpretation of cancellation terms being options to renew and that Hut 8 considers these renewal rights as not a material right as
the terms, conditions and compensation amounts are at then market rates.

Relatedly, USBTC has revised its revenue recognition policy disclosure in the Amendment to align with its previously communicated determinations
regarding its revenue recognition policy. To facilitate the Staff’s review of the revised disclosure, the Company has attached the
applicable changes as Exhibit A hereto.

* * * * *

Please contact me at (212)
735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.

    Very truly yours,

    /s/ Ryan J. Dzierniejko

 cc: Asher Genoot, President, Hut 8 Corp.

    Aniss Amdiss, Chief Legal Officer and
Corporate Secretary, Hut 8 Mining Corp.

    June S. Dipchand, Skadden, Arps,
Slate, Meagher & Flom LLP

    Daniella G. Silberstein, Greenberg
Traurig, P.A.

    Raffael M. Fiumara, Greenberg Traurig,
P.A.

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Securities and Exchange Commission

November 6, 2023

Page 4

Exhibit
A

Cryptocurrency mining:

The majority of the
Company’s revenue is derived from providing computing power (hashrate) to mining pools. The Company has entered into arrangements,
as amended from time to time, with mining pool operators to provide computing power to the mining pools. The contracts
are terminable, without conditions or penalties, at any time by either partyprovision
of computing power to mining pools is an output of the Company’s ordinary activities.
The Company has the right to decide the point in time and duration for which it will provide computing power. As a result, the Company’s
enforceable right to compensation only begins when, and continues as long as, the Company provides computing power to the mining pool.
The contracts are terminable at any time by either
party without substantive compensation to the other party for such termination. Upon termination, the
mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations.
Therefore, the Company has determined that the duration of the contracts
areis less than 24 hours.
At the end of each contract term, the Company has a renewal right to continue and
that the contract for another termcontinuously
renews throughout the day. The Company has determined that this renewal right is not a material
right as the terms, conditions, and compensation amounts are at then market rates. The consideration to which the Company is entitled is noncash (cryptocurrency).
Each day, the Company accumulates all of the contracts within the 24 hour period and measures the consideration at fair value using the
quoted price of the related cryptocurrency at the beginning of each day, as determined by the Company’s
principal market, which is Coinbase Prime.There is no significant financing
component in these transactions.

The provision
of computing power to mining pools is an output of the Company’s ordinary activities and is
the Company’s only performance obligation in its contracts with
the mining pool operators. In exchange for providing computing power, which
represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of cryptocurrency, calculated under one of two
payout methods, depending on the mining pool. The two paymentpayout
methods used by the mining pools in which the Company participated are the Full Pay Per Share (“FPPS”)
and Pay Per Share Plus (“PPS+”). Both reward systems contain twothree
components, (1) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred
to as a “block reward”), and (2) transaction fees
generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator. , and (3) mining pool operating fees retained by the mining pool
operator for operating the mining pool. The Company’s total compensation is calculated using the
following formula: the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating
fees.

 (1) Block rewards are calculated in the same manner under
both FPPS and PPS+. The block reward earned by the Company is calculated by the mining pool operator based on the proportion of hashrate
the Company contributed to the mining pool to the total network hashrate used in solving the current algorithm. The Company is entitled
to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.

 (2) Transaction fees refer to the total fees paid by users
of the network to execute transactions. Under FPPS, the Company is entitled to a pro-rata share of the total network transaction fees.
The transaction fees paid out by the mining pool operator to the Company is based on the proportion of hashrate the Company contributed
to the mining pool to the total network hashrate. The Company is entitled to its relative share of consideration even if a block is not
successfully added to the blockchain by the mining pool. Under PPS+, transaction fees are success based and hence are only paid if the
mining pool receives transaction fees by successfully adding a block to the blockchain during the contract
term. The Company is entitled to a pro-rata share of the transaction fees received by the mining
pool. The amount of transaction fees paid out by the mining pool operator
to the Company is based on the proportion of hashrate the Company contributed to the mining pool’s total hashrate.

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Securities and Exchange Commission

November 6, 2023

Page 5

 (3) Mining pool operating fees are charged by the mining pool operator for operating the mining pool
as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the
Company receives and are only incurred to the extent that the Company has generated mining revenue pursuant to the mining pool operators’
payout calculation.

Because
the consideration to which the Company expects to be entitled for providing computing power is entirely variable (both block
rewards and, transaction fees
and pool operating fees), as well as being noncash consideration, the Company assesses
the estimated amount of the variable noncash consideration to which it expects to be entitled for providing computing power at
contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount
of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently
resolved. The Company includesFor
each contract under the FPPS payout method, the Company recognizes the noncash consideration on the same day that control of the
contracted service transfers to the mining pool operator, which is the same day as the contract inception. For each contract under
the PPS+ payout method, the Company recognizes the noncash consideration related to the block reward on the same day that control of
the contracted service transfers to the mining pool operator, which is the same day as the contract inception. However, as the
transaction fees for the PPS+ payout method are success based, the estimated
variable noncash consideration in
revenue when it is concluded probable that a significant revenue reversal will not occur.is
fully constrained from inclusion in revenue until the
underlying uncertainties have been resolved and the amount of cryptocurrency to
which the Company is entitled becomes
known. For each contract under both payout methods, the Company measures noncash consideration at the bitcoin spot price at the
beginning of the day on the date of contract inception,
as determined by the Company’s principal market, which is Coinbase Prime.

The
consideration to which the Company is entitled under both payout methods described above is net of any operating
fees retained by the mining pool operator, which are not material. There
is no significant financing component in these transactions.

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