United States securities and exchange commission logo
August 17, 2023
Asher Genoot
President
Hut 8 Corp.
c/o U.S. Data Mining Group, Inc.
1221 Brickell Avenue, Suite 900
Miami, FL 33131
Re: Hut 8 Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Responses dated
July 21, 2023 and August 9, 2023
File No. 333-269738
Dear Asher Genoot:
We have reviewed your responses 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
August 2, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Information About Hut 8, page 139
1. We acknowledge your
response to comment 3, however, your response did not tell us how
you are accounting for
the collateral under U.S. GAAP. Please respond to the following:
You told us that
the collateral will be labeled as asset pledged as collateral. Consider
including the
nature of the asset in the title.
You referred us to
the disclosure requirements of ASC 860-30. Since the collateral is
an intangible
asset, please explain why you are applying ASC 860-30 to this
nonfinancial asset.
Tell us how you
considered ASC 350-10-40 and the derecognition guidance in ASC
Asher Genoot
Hut 8 Corp.
August 17, 2023
Page 2
610-20.
As a result of this analysis, tell us the nature of the asset
pledged as collateral and
how you will account for and value the asset.
Disclose your rights and obligations related to the bitcoin
pledged, including the right
to recovery of any over collateralization and the obligation to
post additional
collateral; and
Disclose the rights and obligations of the lender to the
bitcoin pledged, including the
rights and obligations in the preceding bullet and a specific
statement that the lender
cannot sell, rehypothecate or otherwise dispose of the bitcoin.
Key Operating and Financial Indicators, page 141
2. We acknowledge your response to comment 4. Given your proposed
changes, please also
revise to include the other disclosures required by Item 10(e) of
Regulation S-K, including
a reconciliation, instead of referring on page 141 of the latest
amendment to the
disclosures in Hut 8's Annual Report on Form 40-F for the year ended
December 31, 2022
and Form 6-K dated May 11, 2023.
Unaudited Pro Forma Condensed Combined Financial Statements
Note 4. Adjustments for the effect of reclassification, foreign exchange and
IFRS / U.S. GAAP
differences for Hut 8, page 231
3. We acknowledge your response to comment 8 and are still considering
your response to
comment 11 from our July 7, 2023 letter and may have further comments.
4. We acknowledge your response to comment 9. Please respond to the
following:
Tell us what time you used to determine opening and closing prices
for Bitcoin and
tell us whether that timing was applied consistently on all days.
With respect to your materiality analysis for mining revenue under
IFRS, tell us how
you calculated the amounts for the Coinbase column. Confirm, if
true, that you
summed the product of the Coinbase closing price times the bitcoins
earned for each
day in the period to derive the amounts presented.
Your response proposed disclosing that the difference between U.S.
GAAP and IFRS
for revenue recognition is not material based on a quantitative
adjustment in
comparison between the two accounting frameworks. Tell us what you
mean by the
phrase a quantititive adjustment and consider rephrasing to clarify.
FirstName LastNameAsher
Further, the timingGenoot
of contract inception under U.S. GAAP is the
subject of another
Comapany open
NameHut 8 Corp.
comment and resolution of that comment would necessarily
need to precede our
August 17, consideration
2023 Page 2 of your materiality determination.
FirstName LastName
Asher Genoot
FirstName
Hut 8 Corp.LastNameAsher Genoot
Comapany
August 17, NameHut
2023 8 Corp.
August
Page 3 17, 2023 Page 3
FirstName LastName
USBTC Financial Statements
Note 13. Stockholders' Equity
Stock Options, page F-30
5. In response to comment 11, you told us the number of options that were
repriced to $0.26
in January 2023. As previously requested, please disclose this number
in your next
amendment.
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