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Correspondence 0001104659-23-115413 from Hut 8 Corp. (HUT)

Hut 8 Corp.
Date: Nov. 7, 2023 · CIK: 0001964789 · Accession: 0001104659-23-115413

Financial Reporting Revenue Recognition Regulatory Compliance

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File numbers found in text: 333-269738

Date
Nov. 7, 2023
Author
Ryan J. Dzierniejko
Form
CORRESP
Company
Hut 8 Corp.

Letter

Skadden, Arps, Slate, Meagher & Flom llp

One Manhattan West

New York, NY 10001

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

FIRM/AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

November 7,

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

F Street, N.E.

Washington, DC 20549-3561

Attn: Eric Envall

David Lin

Kate Tillan

Mark Brunhofer

Re: Hut 8 Corp.

Amendment No. 6 to Registration Statement on Form S-4

Filed November 6, 2023

File No. 333-269738

On behalf of Hut 8 Corp. (the “Company”), we hereby provide responses to the oral comments received from the Staff via telephone on November 7, 2023 in reference to the above-referenced Amendment No. 6 to the Registration Statement on Form S-4 filed with the Commission on November 6, 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 7,

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. 6 to Registration Statement on Form S-4

1. Please reconcile the disclosure on Page 234 of the Registration Statement regarding differences between US GAAP and IFRS in respect of revenue recognition with the revised USBTC US GAAP accounting policy disclosures in the Registration Statement, which clarifies that contracts are priced at the beginning of the day of contract inception.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 234 of the Amendment to clarify that the difference between US GAAP and IFRS relates to USBTC’s policy with respect to pricing at the beginning of the day of contract inception as compared to Hut 8’s policy of end of day. The Company also confirms that it has concluded any difference between pricing at the beginning of the day of contract inception and end of day is not material.

2. Please reconcile your current assets “intent to liquidate” language on Page F-11 of the Registration Statement with the “reasonably expected” requirement in the definition of current assets in the FASB master glossary.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-11 of the Amendment.

3. With respect to comment 2 of the response letter filed by the Company on November 6, 2023 and your revised revenue recognition disclosure, please respond to the following:

· Revise the definition of performance obligation to clarify, if true, that your performance obligation is a service to perform hash calculations for the pool operator.

· We note that your description of block rewards and transaction fees uses the same phrasing (“proportion of hash rate company contributed to mining pool to total network hash rate”). Please revise to more clearly differentiate the assumptions used to determine your share of the block rewards versus your share of the transaction fees.

· In your disclosures regarding renewal rights, revise your disclosure to focus on the customer’s renewal rights.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages F-15 and F-16 of the Amendment to (i) revise the definition of performance obligation, (ii) differentiate the assumptions used to determine the share of block rewards versus the share of the transaction fees and (iii) to discuss the customer’s renewal rights.

* * * * *

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

Securities and Exchange Commission

November 7,

Page 3

Very
truly yours,
/s/
Ryan J. Dzierniejko

Show Raw Text
CORRESP
1
filename1.htm

 Skadden,
                                            Arps, Slate, Meagher & Flom llp

One
Manhattan West

New
York, NY 10001

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

                                                 FIRM/AFFILIATE
                                            OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

November 7,
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. 6 to Registration Statement on Form S-4

Filed
November 6, 2023

File
No. 333-269738

On
behalf of Hut 8 Corp. (the “Company”), we hereby provide responses to the oral comments received from the Staff via
telephone on November 7, 2023 in reference to the above-referenced Amendment No. 6 to the Registration Statement on Form S-4
filed with the Commission on November 6, 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 7,
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. 6 to Registration Statement on Form S-4

 1. Please reconcile the disclosure on Page 234 of the Registration Statement regarding differences between
US GAAP and IFRS in respect of revenue recognition with the revised USBTC US GAAP accounting policy disclosures in the Registration Statement,
which clarifies that contracts are priced at the beginning of the day of contract inception.

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 234 of the Amendment to clarify that the difference between US GAAP and
IFRS relates to USBTC’s policy with respect to pricing at the beginning of the day of contract inception as compared to Hut 8’s
policy of end of day. The Company also confirms that it has concluded any difference between pricing at the beginning of the day of contract
inception and end of day is not material.

 2. Please reconcile your current assets “intent to liquidate” language on Page F-11 of the Registration Statement with the “reasonably expected” requirement in the definition of current assets in the
                                                          FASB master glossary.

The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page F-11 of the Amendment.

 3. With
                                            respect to comment 2 of the response letter filed by the Company on November 6, 2023
                                            and your revised revenue recognition disclosure, please respond to the following:

 · Revise
                                            the definition of performance obligation to clarify, if true, that your performance obligation is a service
                                            to perform hash calculations for the pool operator.

 · We
                                            note that your description of block rewards and transaction fees uses the same phrasing (“proportion
                                            of hash rate company contributed to mining pool to total network hash rate”). Please
                                            revise to more clearly differentiate the assumptions used to determine your share of the
                                            block rewards versus your share of the transaction fees.

 · In your disclosures regarding renewal rights, revise your disclosure to focus on the customer’s
renewal rights.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages F-15 and
F-16 of the Amendment to (i) revise the definition of performance obligation, (ii) differentiate the assumptions used to determine
the share of block rewards versus the share of the transaction fees and  (iii) to discuss the customer’s renewal
rights.

* * * * *

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

    2

Securities and
Exchange Commission

November 7,
2023

Page 3

  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.

    3