United States securities and exchange commission logo





                            May 19, 2023

       Asher Genoot
       President
       Hut 8 Corp.
       c/o U.S. Data Mining Corp.
       1221 Brickell Avenue, Suite 900
       Miami, FL 33131

                                                        Re: Hut 8 Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed April 18,
2023
                                                            File No. 333-269738

       Dear Asher Genoot:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
23, 2023 letter.

       Amendment No. 1 to Form S-4 filed April 18, 2023

       Questions and Answers about the Business Combination
       What are the U.S. federal income tax consequences of the Merger..., page
5

   1.                                                   We note your response
to comment 2, but we are unable to agree that a tax opinion is not
                                                        required by Item
601(b)(8) of Regulation S-K. We view the tax consequences of the
                                                        transaction to be
material to shareholders, and the parties have provided representations
                                                        that each party intends
for the transaction to be tax-free under Section 351(a) of the
                                                        Internal Revenue Code.
Refer to Section 3.9 of the Merger Agreement where the parties
                                                        agree    to treat the
Hut Share Exchange and the Merger consistently with the Intended Tax
                                                        Treatment and to not
take any position on any Tax return or otherwise take any Tax
 Asher Genoot
Hut 8 Corp.
May 19, 2023
Page 2
         reporting position inconsistent with such treatment    and    to act
in good faith, consistent
         with the intent of the Parties and the Intended Tax Treatment of the
Hut Share Exchange
         and the Merger as set forth herein and to use commercially reasonable
efforts to not take
         any action, or knowingly fail to take any action, except as expressly
provided to the
         contrary in this Agreement or the Plan of Arrangement, if such action
or failure to act
         would reasonably be expected to prevent the Hut Share Exchange or the
Merger from
         qualifying for the Intended Tax Treatment.    Accordingly, please file
a tax opinion as an
         exhibit to the registration statement. To the extent there is any
uncertainty, counsel may
         issue a    should    opinion; however, we expect counsel to explain
why it cannot give a
            will    opinion and to describe the degree of uncertainty in the
opinion.
Risk Factors
Hut 8 may face several risks due to disruptions in the digital asset
markets..., page 38

2.       We note your response to comment 10 and your new risk factor captioned
   Hut 8 may
         face several risks due to disruptions in the digital asset markets...
  on page 38. Please
         briefly explain the "quasi governmental regulation of digital assets
and their use" that you
         reference in the second bullet and clarify how any related
requirements could present
         material risks to Hut 8.
USBTC is subject to a highly-evolving regulatory landscape..., page 54

3.       We note your added disclosure that "in the United States, digital
assets are subject to
         extensive, and in some cases overlapping, ambiguous and evolving
regulatory
         requirements and considerations." Please revise this risk factor to
provide more details
         regarding your references to "overlapping" and "ambiguous"
regulations, and to clarify
         that the Commission and staff have issued reports, orders, and
statements that provide
         guidance on when a crypto asset may be a security for purposes of the
U.S. federal
         securities laws.
Bitcoin's and other digital assets' status as a "security"..., page 56

4.       You state here that    [w]ith respect to all other digital assets,
there is currently no certainty
         under the applicable legal test that such assets are not securities.
 Please revise to clarify
         that    all other digital assets    does not include the significant
number of specific digital
         assets that have been identified as securities by the SEC and its
staff. In addition, the
         disclosure in this risk factor would also apply to Hut 8. Please
revise your risk factors
         disclosure in this document and confirm that Hut 8 will revise its
disclosure in future
         periodic reports accordingly.
The Business Combination, page 79
FirstName LastNameAsher Genoot
5.     Following a review of your response to comment 14, we reissue it. As the
projections
Comapany   NameHut
       appear to have 8been
                        Corp.
                            used by each of Stifel GMP and Kroll in preparation
of the
May 19,  2023 Pagecash
       discounted   2 flow analyses, please revise to disclose such
projections.
FirstName LastName
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 3 2023 Page 3
FirstName LastName
Accounting Treatment of the Business Combination, page 99

6.       We acknowledge your response to comment 16. Given that you indicate
that
         "approximately 50%" of the common stock of the combined company will
be held by the
         owners of each pre-combination company on a "fully-diluted
in-the-money basis," please
         provide us share information expected to be outstanding upon
completion of the
         transaction by the prior owners of Hut 8 and USBTC broken down as
follows:
             Shares actually outstanding;
             Share equivalents that are in-the-money; and
             Share equivalents that are out-of-the-money.

         In your response, tell us how you determined whether shares are in- or
out-of-the-money
         and explain whether any share equivalents have voting rights at the
date of your
         anticipated transaction and, if so, tell us how many. Finally, given
the judgment involved
         and your disclosure that the determination of the accounting acquirer
could change at
         closing of your proposed transaction and that such a change could
significantly impact
         your pro forma financial information presented in your filing, tell us
your consideration
         for disclosing quantified summary information if Hut 8 were deemed to
be the accounting
         acquirer.
Information About Hut 8
Digital Asset Mining, page 129

7.       We note your response to comment 38. Please revise this section to
provide more details
         regarding Hut 8's sale of crypto assets similar to those that you
provided regarding
         USBTC in response to this comment as they relate to fees and average
period of holding
         prior to conversion in order to fund operations. Also disclose any
other purposes that
         USBTC or Hut 8 convert bitcoins into fiat currency other than to fund
or grow operations.
Custody Policy, page 132

8.       We note your response to comment 27 and your disclosures on pages 132
and 141
         regarding the custody policies of Hut 8 and USBTC, respectively.
Please include
         disclosure in these sections regarding your intentions for custody
following the Business
         Combination.
Information About USBTC
Anchorage, page 144

9.       We note your response to comment 30. Please expand this section to
provide more details
         regarding how payments are made to the Outstanding Loan through
profits generated from
         certain USBTC miners. Describe the time periods when you calculate
whether profit has
         been generated, if there is a minimum amount of profit required to be
generated before a
         payment is made, how you identify which miners' profits are utilized
for repayment, and
         other details that describe how payments are made.
 Asher Genoot
Hut 8 Corp.
May 19, 2023
Page 4
Cost to Mine a Bitcoin, page 157

10.      We note your revisions on pages 130 and 157 in response to comment 35.
Please further
         revise to provide quantified disclosure regarding your breakeven
analysis for USBTC   s
         and Hut 8's respective mining operations or any other crypto assets
that they earn or mine
         that compares the cost to earn or mine one crypto asset with the value
of the crypto asset.
         Also please discuss any known trends related to your breakeven
analysis as of the most
         recent practicable date. As a non-exclusive example, clarify whether
your cost of revenue
         and mining inputs have materially increased or decreased and provide a
discussion of the
         bitcoin price volatility since June 30, 2022. Furthermore, please
provide support for your
         statement on page 157 that USBTC has "assessed forward energy pricing
from quoted
         prices in the futures market which suggests a decrease in electricity
pricing in the near
         future relative to the most recent market conditions."
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
USBTC
Key Operating and Financial Indicators, page 157

11.      We note the revisions to the disclosure made in response to comment
34, however please
         revise to also disclose in the table and discuss after the table, with
equal or greater
         prominence, your net loss.
Unaudited Pro Forma Combined Statement of Financial Position, page 211

12.    Please revise your pro forma statements and notes as necessary for the
following:
           The New Hut column on the unaudited pro forma combined statement of
financial
           condition should be blank but shows $14,226,000 of prepaid expenses
and other
           current assets as of December 31, 2022;
           On page 212, you reflect two subtotal and total balances for share
capital and four
           subtotal and total balances for accumulated deficit instead of a
single balance for
           these accounts;
           The number of weighted average shares outstanding on page 213 do not
align;
           The amounts, totals, and subtotals presented for Hut 8 on page 213
do not all agree to
           the last column in the statement in Note 5 on page 221;
           On page 213 you show a '-' in two columns for the header Cost of
revenues (exclusive
           of depreciation and amortization) and it appears that the line items
Services and
           Mining equipment should be indented to reflect that these two items
are under the
           header; and
FirstName
           On page 214 youGenoot
           LastNameAsher       show a header for Cost of revenues (exclusive of
depreciation and
Comapany amortization)
           NameHut 8 Corp. and it appears that the line item Services should
either be indented to
           reflect
May 19, 2023 Page 4that the item is under the header, or incorporated into the
header.
FirstName LastName
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 5 2023 Page 5
FirstName LastName
Note 2. Business Combination Transaction Adjustments, page 216

13.      We acknowledge your response to comment 50. Tell us why the step-up in
book basis to
         fair value of digital assets to be acquired would result in deferred
tax assets and not
         deferred tax liabilities as it appears to be a taxable temporary
difference under ASC 740-
         10-25-23. To the extent that you agree that a deferred tax liability
should be recorded,
         revise your business combination transactions adjustments to include
this deferred tax
         liability and tell us the impact this deferred tax liability has on
your ability to recognize
         previously existing USBTC deferred tax assets. To the extent that any
previously existing
         valuation allowance would be reversed, reflect that reversal in pro
forma income outside
         acquisition accounting under ASC 805-740-30-3. To the extent
appropriate, reference for
         us the authoritative literature you rely upon to support your
position.
14.      On page F-26 you disclose the existence of stock options that vest
only upon the
         completion of an initial public offering. Please tell us whether the
transaction
         contemplated in this registration statement qualifies as an event that
will trigger vesting. If
         so, include a pro forma adjustment to reflect expense recognition or
tell us why such an
         adjustment is not warranted.
Note 3. Adjustment for USBTC debt extinguishment, page 218

15.      We acknowledge your response to comment 51. Based on the disclosures
on pages 144 -
         145 and F-59, please explain to us in more detail how the
restructuring of the Anchorage
         ELSA resulted in you deploying an additional 21,000 miners.
Note 5. Adjustments for the effect of reclassifications, foreign exchange and
IFRS / U.S. GAAP
differences for Hut 8, page 219

16.      Please respond to the following related to your table on page 221:
             Tell us why you reclassified the amount of $113,876 for impairment
of mining
             infrastructure and servers within operating loss to loss on
revaluation of digital assets
             within other expenses.
             Tell us why you eliminated the amounts for finance expense,
finance income, and
             amortization within the reclassification column.
             Revise so that the columns and rows properly foot and cross-foot.
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 6 2023 Page 6
FirstName LastName
17.      We acknowledge your response to comment 54. Explain to us in more
detail how your
         classification of cryptocurrencies as current assets is consistent
with the definition of
         current assets in ASC 210-10-20 by addressing each of the following:
             Tell us how you reasonably expect to realize your cryptocurrencies
in cash through
              sale or otherwise when it appears that you hold significant
amounts of these assets on
              your balance sheet as of December 31, 2022.
             For cryptocurrency held at December 31, 2022, tell us the average
length of time held
              and the turnover frequency, explaining how you calculated the
turnover.
             Tell us your consideration for carrying a portion of your holdings
that are not
              expected to be sold for cash as long-term.
18.      We acknowledge your response to comment 55. Please address the
following:
             As previously requested, briefly disclose in the pro forma notes
Hut 8's accounting
            policy for impairment of cryptocurrency under U.S. GAAP, including
the timing of
            the assessment.
             You told us that the fair value of your bitcoin was determined
using the price of
            bitcoin provided by Coinbase because that aligns with USBTC. ASC
820 defines
            principal market as the market with the greatest volume and level
of activity for the
            asset or liability. Explain to us how your selection of Coinbase
complies with ASC
            820. Refer to ASC 820-10-35.
             Tell us the market(s) in which you entered into transactions to
sell bitcoin during the
            periods presented in the pro forma statements and the volume of
sales in each
            market. Refer to ASC 820-10-35-5A.
             Tell us volume of activity for each of the markets for those
periods.
             Explain why the market in which you normally enter into
transactions to sell bitcoin
            with the greatest market-based volume and level of activity for
bitcoin is not your
            principal market. Provide us with contrary evidence that exists.
             Reconcile your response with your response to comment 56 wherein
you told us you
            use Coinmarketcap to determine the fair value of your bitcoin
because you sell
            bitcoin in various markets and therefore there is no principal
market. You also told
            us that Coinmarketcap provides an amount that would be
representative of bitcoins
            traded in the market. Discuss how your measurement of fair value
for bitcoins earned
            as revenue and those reflected as intangible assets complies with
ASC 820.
19.      We acknowledge your response to comment 56. Please address the
following:
             As previously requested, give us representative sample contracts
with your mining
            pool operators. Provide at least one for each type of service
(i.e., FPPS and PPS+).
             Substantiate for us why the contribution of hash rate is your
performance obligation.
            In your response, for each type of contract identified in the
preceding bullet, tell us:
              o  What a "Share" is in the context of FPPS and PPS+;
              o  Your consideration for treating each nonce you are assigned as
a performance
                 obligation or whether the range of all nonces for an
individual block is a
                 separate performance obligation; and
              o  Tell us how/when you report your work performed to the pool
operator. In this
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 7 2023 Page 7
FirstName LastName
                    regard, explain whether you report each nonce completed or
only report when
                    all nonces assigned are completed or at some point in
between.
                Given that it appears that your contracts can be terminated at
any time without
              penalty and likely have no minimum service period requirement,
tell us your
              consideration for the guidance in Examples 1 and 2 of Question 7
to the FASB
              Revenue Recognition Implementation Q&As and the impact on your
determination
              of both contract inception and contract duration.
                You told us the digital assets you receive are noncash
consideration and must be
              valued at fair value as of the inception of the contract. You
also told us that contract
              inception is each day when Hut 8 begins providing hash rate power
to the Pool. As
              such, explain why you determine the fair value of the non-cash
consideration based
              on the closing price of the digital assets each day. Tell us how
this complies with
              ASC 606.
                Tell us how you have insight into whether the amount of bitcoin
received from the
              pool operator is the appropriate amount given the variable nature
of your hash rate
              related to the entire pool.
Note 6. Hut 8's results of operations for the 12 months ended June 30, 2022,
page 223

20.      Please revise to provide a similar note calculating the results of
operations of Hut 8 for the
         six months ended December 31, 2022.
Incorporation of Certain Information by Reference, page 230

21.      Please revise to show that the filing date is April 18, 2023 for the
audit report of Raymond
         Chabot Grant Thornton LLP included in Hut 8   s Report of Foreign
Private Issuer on Form
         6-K.
Financial Statements of USBTC
Condensed Consolidated Balance Sheets, page F-2

22.      Please revise to remove the label Audited from the June 30, 2022
column. While the
         amounts may have been derived from your audited statements, this
presentation of those
         amounts does not include an audit report and full disclosures required
for audited financial
         statements.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 3. Basis of Presentation, Summary of Significant Accounting Policies and
Recent
Accounting Pronouncements
Revenue Recognition
Cryptocurrency mining, page F-13

23.      We acknowledge your responses to comments 59 and 60. Please address
the following:
             Of the three contracts you provide, only the ViaBTC contract
clearly indicates that it
            is on a PPS+ basis. Tell us the bases of each of the other two
contracts.
 Asher Genoot
Hut 8 Corp.
May 19, 2023
Page 8
            Tell us how the Foundry USA Pool Service Agreement and the Ultimus
Pool Terms
          of Service identify your promises and related performance obligations
as well as
          contract consideration and payment terms. If these items are
contained in another
          agreement or other webpage not available to the general public on
their respective
          websites, provide us a copy of those agreements/terms.
           Substantiate for us why the provision of computing power is your
only performance
          obligation. In your response, for each type of contract identified in
the preceding
          bullet, tell us:
            o  How/when you report your work performed to the pool operator. In
this regard,
               explain whether you report each nonce completed or only report
when all
               nonces assigned are completed or at some point in between;
            o  Your consideration for treating each nonce you are assigned as a
performance
               obligation or whether the range of all nonces for an individual
block is a
               separate performance obligation; and
            o  What a "Share" is in the context of FPPS and PPS+.
           You disclose that you measure the non-cash consideration at fair
value based on the
          quoted price of the related cryptocurrency at contract inception.
Tell us in more detail
          how you perform this process since we note from your response to
comment 60 that
          contract inception is the point in any period (hourly or daily) in
which USBTC begins
          to provide computing power.
           Disclose when you recognize revenue from your cryptocurrency mining.
           As previously requested, if you provide continuous performance
across more than
          one hour / day, tell us what constitutes contract inception and
contract duration and
          the reasons why. Please cite the relevant ASC 606 guidance that
supports your
          determination.
           Given that it appears that your contracts can be terminated at any
time without
          penalty and likely have no minimum service period requirement, tell
us your
          consideration for the guidance in Examples 1 and 2 of Question 7 to
the FASB
          Revenue Recognition Implementation Q&As and the impact on your
determination
          of both contract inception and contract duration.
           As it relates to your Strategic Co-operation Agreement with ViaBTC
Technology
          Limited, tell us how the one-year term of that agreement and
automatic renewals
          impact your determination of contract duration for your mining pool
participation.
           Tell us how the requirement to offer discounts to your customers to
incentivize them
          to use ViaBTC product offerings as stipulated in Intension "a" in
your agreement
          impacts your revenue recognition and transaction price associated
with your mining
          pool participation activities.
           Tell us how you have insight into whether the amount of bitcoin
received from the
FirstName LastNameAsher      Genoot
          pool operator is the   appropriate amount given the variable nature
of your hash rate
Comapany related
          NameHut      8 Corp.
                   to the entire pool.
May 19, 2023 Page 8your principal market.
            Disclose
FirstName LastName
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 9 2023 Page 9
FirstName LastName
Hosting services, page F-15

24.      We acknowledge your response to comment 61. Please respond to the
following:
             With respect to your analysis under ASC 842-10-15-4, tell us how
you considered
            whether the customer has the ability to dictate when the miners run
or sit idle in
            determining whether the agreement is a lease.
             Tell us how you are recognizing the consideration payable under
the equipment
            agreement and where you reflect that consideration in your
statement of operations.
Management fees, page F-15

25.      We acknowledge your response to comment 65. Please respond to the
following:
             Disclose the method(s) used for measuring progress toward
satisfaction of your
            performance obligations.
             Disclose the nature of the consideration received for the
management fees and
            reimbursements and references for us the authoritative literature
you rely upon to
            support your accounting.
Note 9. Investments in Unconsolidated Joint Venture, page F-19

26.      From the disclosures in this note it appears that your share of the
book equity of TZRC
         exceeds the cost of your investment. Please tell us and disclose how
you account for this
         difference. In your response, separately reference for us the
authoritative literature you
         rely upon to support your accounting.
Consolidated Statements of Cash Flows, page F-35

27.      We acknowledge your response to comment 67. You told us that you hold
mined bitcoin
         on average for a period of 7 to 30 days before monetizing them. Given
the length of time
         held, please tell us how management considered the guidance in ASC
230-10-45-12(c) in
         determining that all of the proceeds from the sale of digital assets
should be reflected
         within operating activities.
Financial Statements of TZRC LLC
Note 2. Basis of Presentation, Summary of Significant Accounting Policies and
Recent
Accounting Pronouncements
Impairment of Property and Equipment, page F-68

28.      Given the significant decline in the fair value of bitcoin relative to
historical prices, tell us
         why you have no impairment of your mining equipment and related
assets. In this regard,
         we note many mining companies, including both USBTC and Hut 8,
recorded mining
         equipment impairment in 2022.
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 10 2023 Page 10
FirstName LastName
Revenue recognition
Cryptocurrency mining, page F-70

29.      Please respond to the following:
             Tell us how the Foundry USA Pool Service Agreement provided by
USBTC
             identifies your promises and related performance obligations as
well as contract
             consideration and payment terms. If these items are contained in
another agreement
             or other webpage not available to the general public on its
website, provide us a copy
             of that agreement/terms.
             Substantiate for us why the provision of computing power is your
only performance
             obligation. In your response, for each type of contract identified
in the preceding
             bullet, tell us:
               o   How/when you report your work performed to the pool
operator. In this regard,
                   explain whether you report each nonce completed or only
report when all
                   nonces assigned are completed or at some point in between;
               o   Your consideration for treating each nonce you are assigned
as a performance
                   obligation or whether the range of all nonces for an
individual block is a
                   separate performance obligation; and
               o   What a "Share" is in the context of FPPS.
             You disclose that your enforceable right to compensation only
begins when, and lasts
             for as long as, you provide computing power to the mining pool
operator, your
             performance obligation extends over the contract term given your
continuous
             provision of hash rate, and this period of time corresponds with
the period of service
             for which the mining pool operators determine compensation due to
you. Tell us in
             more detail about the term of your contracts and the period of
service for which the
             mining pool operators determine your compensation. In your
response tell us your
             consideration of the guidance in Examples 1 and 2 of Questions 7
to the FASB
             Revenue Recognition Implementation Q&As and the impact on your
determination
             of both contract inception and contract duration.
             You disclose that you measure the fair value of the cryptocurrency
consideration
             using the quoted price on your primary trading platform for
bitcoin at the beginning
             of the contract period. Tell us how you determine when inception
occurs for
             purposes of measuring the fair value under ASC 606-10-32-21.
             Tell us how you have insight into whether the amount of bitcoin
received from the
             pool operator is the appropriate amount given the variable nature
of your hash rate
             related to the entire pool.
             Tell us the market(s) you use to determine the quoted price used
to value the non-
             cash consideration.
             Tell us how you identify these market(s). Refer to ASC Topic 820,
including ASC
             820-10-35-5A.
 Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
May        NameHut 8 Corp.
     19, 2023
May 19,
Page 11 2023 Page 11
FirstName LastName
Notes to Unaudited Interim Consolidated Financial Statements, page F-84

30.      Please revise the header to your financial statement footnotes as
these financial statements
         are audited and are not for an interim period.
       You may contact Kate Tillan at (202) 551-3604 or Mark Brunhofer at (202)
551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Crypto
Assets