Correspondence 0000950103-24-007087 from IREN Ltd (IREN)

IREN Ltd
Date: May 24, 2024 · CIK: 0001878848 · Accession: 0000950103-24-007087

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File numbers found in text: 333-279427

Date

May 24, 2024

Author

ENERGY LIMITED

Form

CORRESP

Company

IREN Ltd

Letter

IRIS ENERGY LIMITED

Level 12, 44 Market Street

Sydney, NSW 2000 Australia

May 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

F Street

N.E. Washington, D.C. 20549

Attn: Dave Gessert

Re: Iris Energy Limited

Registration Statement on Form F-3

File No. 333-279427

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Iris Energy Limited, a Company organized under the laws of Australia (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form F-3 (File No. 333-279427), as amended, to 4:00 p.m. Eastern Time on May 28, 2024, or as soon as practicable thereafter.

The Registrant hereby authorizes Marcel Fausten of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

Please contact Marcel Fausten of Davis Polk & Wardwell LLP at (212) 450-4389 or marcel.fausten@davispolk.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

Very
truly yours,
IRIS
ENERGY LIMITED

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CORRESP
1
filename1.htm

IRIS
ENERGY LIMITED

Level
12, 44 Market Street

Sydney,
NSW 2000 Australia

May
24, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street

N.E.
Washington, D.C. 20549

 Attn: Dave
Gessert

 Re: Iris
Energy Limited

Registration
Statement on Form F-3

File
No. 333-279427

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Iris Energy Limited, a Company organized under the laws of Australia (the “Registrant”),
hereby requests acceleration of effectiveness of its registration statement on Form F-3 (File No. 333-279427), as amended, to 4:00 p.m.
Eastern Time on May 28, 2024, or as soon as practicable thereafter.

The
Registrant hereby authorizes Marcel Fausten of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

Please
contact Marcel Fausten of Davis Polk & Wardwell LLP at (212) 450-4389 or marcel.fausten@davispolk.com with any questions you may
have concerning this request, and please notify him when this request for acceleration has been granted.

    Very
                           truly yours,

    IRIS
ENERGY LIMITED

    By:
        /s/ Daniel Roberts

    Daniel
Roberts

    Authorized Signatory

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