United States securities and exchange commission logo
October 16, 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. 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
Dear Asher Genoot:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 14,
2023 letter.
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
Asher Genoot
Hut 8 Corp.
October 16, 2023
Page 2
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.
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.
Please 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.
FirstName LastNameAsher Genoot Sincerely,
Comapany NameHut 8 Corp.
Division of
Corporation Finance
October 16, 2023 Page 2 Office of Crypto
Assets
FirstName LastName