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United States securities and exchange commission logo
December 13, 2022
Daniel Roberts
Chief Executive Officer
Iris Energy Ltd
Level 12, 44 Market Street
Sydney, NSW 2000 Australia
Re:Iris Energy Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed December 7, 2022
File No. 333-267568
Dear Daniel Roberts:
            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.
Amendment No. 4 to Registration Statement on Form F-1
Risks Related to Our Bitcoin Mining Business, page 12
1.We note that you utilize Kraken, a U.S.-based digital asset trading platform, to liquidate
the Bitcoin you have mined and exchange it for fiat currency. Please tell us the frequency
with which you withdraw fiat currency from Kraken. Describe any material risk to you,
either direct or indirect, due to excessive redemptions, withdrawals, or a suspension of
redemptions or withdrawals, of crypto assets from Kraken or other exchanges you may
use. Identify any material concentrations of risk and quantify any material exposures.
2.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.

 FirstName LastNameDaniel Roberts
 Comapany NameIris Energy Ltd
 December 13, 2022 Page 2
 FirstName LastName
Daniel Roberts
Iris Energy Ltd
December 13, 2022
Page 2
3.Discuss whether the current crypto asset market disruption has impacted the value of the
mining equipment that serve as collateral for your equipment financing facilities and
explain any material financing and liquidity risk this raises for your business.
Use of Proceeds, page 20
4.We note that you “intend to use any proceeds from the Facility to fund your growth
initiatives” and for working capital and general corporate purposes. Please disclose
whether any material part of the proceeds will be used to discharge indebtedness.
General
5.Please disclose the identity of the lender to the limited recourse equipment financing
arrangements and the total amount owed, including interest and penalties, under these
arrangements. Please also identify the operating sites in which the collateral for the
financing arrangements with Non-Recourse SPV 2 and Non-Recourse SPV 3 are located
and the operating capacity per operating site that is impacted. Please discuss in detail how
foreclosure may impact your business strategy. In addition, please file your financing
arrangements as exhibits to your registration statement.
6.We note your disclosure that you have “not made all recent payments” under your
contract with Bitmain and “do not currently expect to make upcoming payments in respect
of any such additional future deliveries under that contract.” Please disclose the
outstanding balance owed to Bitmain. Please also disclose all material terms of the
contract with Bitmain, including remedies available to Bitmain upon default, and file it as
an exhibit to the registration statement.
7.If material to an understanding of your business, describe any direct or indirect exposures
to other counterparties, custodians, or other participants in crypto markets known to:

•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals.
•Have experienced material corporate compliance failures.
            Please contact Mariam Mansaray, Staff Attorney, at 202-551-5176 or Joshua Shainess,
Legal Branch Chief, at 202-551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meaghan Kennedy