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              December 18, 2024

              Re:

              IREN Limited (f/k/a Iris Energy Limited)

              Form 20-F for Fiscal Year Ended June 30, 2024

              Filed August 28, 2024

              CIK No. 0001878848

              CONFIDENTIAL

      Ms. Michelle Miller

      Mr. Mark Brunhofer

      Division of Corporation Finance

      Office of Crypto Assets

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549-3628

      Dear Ms. Miller and Mr. Brunhofer:

      IREN Limited, formerly known as Iris Energy Limited, a company existing under the laws of Australia (the “Company” or “we”), has received a comment letter dated
        November 19, 2024 (the “Comment Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)

        relating to the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2024 (the “Annual Report”).

      Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken.

      Form 20-F for the Fiscal Year Ended June 30, 2024

      Item 5. Operating and Financial Review and Prospects

      Key Indicators of Performance and Financial Condition

      Net electricity costs, page 92

            1.

              You disclose that net electricity costs exclude the cost of REC purchases. We also note your disclosure that if your existing REC brokers were to stop selling RECs to you or otherwise limit the sale thereof,
                you would incur additional expense and resources to obtain sufficient RECs to maintain 100% renewable energy sources. Please explain your basis for excluding RECs from net electricity costs and how net electricity costs as presented fully
                reflect current electricity costs when you appear to disclose in your filing and prominently disclose on your website that you are powered by 100% renewable energy and the cost of RECs appears to be a component of this claim.

      Response:      In response to the Staff’s comment, the Company respectfully advises the Staff that the Company excludes RECs from net electricity costs because the RECs that
        the Company purchases, which are a discretionary purchase, are to support the claims made by the Company that its data centers are powered by 100% renewable energy, and are not reflective of the underlying electricity costs of its operations. For
        example, in British Columbia the Company’s operations are 100% powered by renewable energy, with currently approximately 98% sourced from clean or renewable sources, including through hydroelectric sources like wind, solar and biomass, as reported
        by BC Hydro and approximately 2% accounted for by the purchase of RECs. To support its claims that the Childress site is powered by 100% renewable energy, the Company purchases RECs covering 100% of the energy consumption at its Childress site. In
        each case, the purchase of RECs is to support the renewable energy claims made by the Company, and is not reflective of the underlying electricity costs of its operations.

      Liquidity and Capital Resources

      Historical Cash Flows, page 102

            2.

              Your disclosure of net cash provided by/used in operating, investing and financing activities appears to repeat information already provided in the statement of cash flows. Please revise future filings to
                include a quantitative and qualitative analysis of the drivers of the change in cash flows between periods and impact to future trends to provide a sufficient basis to understand changes in cash between periods. Refer to Item 5B and
                Instructions 1 and 9 to Item 5 of Form 20-F for guidance.

      Response:     In response to the Staff’s comment, the Company respectfully advises the Staff that the Company has included, in the Management’s Discussion and Analysis of Financial Condition and Results of
        Operations as of and for the three months ended September 30, 2024, included as Exhibit 99.4 to the Report on Form 6-K furnished to the Commission on November 26, 2024 (the “Q1 MD&A”), a quantitative and qualitative analysis of the drivers of
        the change in cash flows between periods and impact to future trends to provide a basis to understand changes in cash between periods, as set forth below. The Company respectfully advises the Staff that, in addition to the inclusions in the Q1
        MD&A, its future filings will continue to include disclosure in line with the below.

      Operating activities

      Our net cash outflow from operating activities was $3.8 million for the three months ended September 30, 2024, compared to a net cash inflow of $3.9 million for the three months ended September 30,
        2023. This decrease in operating cash flows of $(7.7) million was attributed to an increase in receipts from Bitcoin mining, AI cloud services, other revenue and interest received offset by an increase in payments for electricity, suppliers and
        employees.

      Receipts from Bitcoin mining, AI cloud services and other revenue for the three months ended September 30, 2024 increased by $15.4 million, $3.7 million, and $0.5 million respectively, as compared
        to the three months ended September 30, 2023. The increase in receipts from Bitcoin mining was primarily driven by the increase in average operating hashrate and the increase in average price realized for Bitcoin mined, the increase in receipts
        from AI cloud services was primarily due to the Group’s expansion into the provision of AI Cloud Services to third party customers, and the increase in receipts from other revenue was due to receipts from our participation in demand response
        programs at Childress. We did not generate any receipts from AI Cloud Services in the prior period. Interest received for the three months ended September 30, 2024 increased by $3.0 million primarily due to interest received on term deposits that
        matured during the period. For further analysis of the above, refer to “Comparison of the three months ended September 30, 2024 and September 30, 2023” included within this MD&A.

      The increase in cash inflows from operating activities was more than offset by an increase in cash used in operating activities primarily driven by a $30.4 million increase in payments for
        electricity, suppliers and employees. This was primarily due to a $23.5 million increase in electricity payments, $4.4 million increase in insurance payments and a $2.4 million increase in payments to other suppliers in the three months ended
        September 30, 2024. The increase in electricity payments was due to an increase in average operating hashrate, a proportionate increase in the Group's capacity at Childress and a $7.2 million one off liquidation payment to exit positions previously
        entered into under a fixed price and fixed quantity contract, on transition to a spot price and actual usage contract at Childress during the three months ended September 30, 2024. The increase in insurance payments was primarily driven by
        construction insurance and the continued expansion of our data center capacity at Childress. The increase in payments to other suppliers was primarily driven by the expansion of the Group's operations.

        2

      Investing activities

      Our net cash outflow from investing activities was $387.1 million for the three months ended September 30, 2024, compared to a net cash outflow of $17.8 million for the three months ended September
        30, 2023. For the three months ended September 30, 2024, there was an increase in cash used in investing activities of $369.3 million which was attributable to payments for computer hardware prepayments, payments for property, plant and equipment
        net of hardware prepayments and payments consisting of prepayments and deposits.

      Payments for computer hardware prepayments included payments of $268.2 million relating to mining hardware purchases and $9.4 million relating to NVIDIA H200 GPUs purchases. The $268.2 million
        mining hardware purchases were paid in respect of the Bitmain Hardware Purchases Agreements as outlined in “Hardware Purchases Agreements” included within this MD&A.

      Our $97.1 million payment for property, plant and equipment net of hardware prepayments primarily related to the purchase of equipment in connection with the continuing expansion of our data center
        capacity at Childress.

      Payments consisting of prepayments and deposits included an additional $3.0 million electricity security deposit paid in relation to the Childress site in connection with the expansion to 200MW as
        of September 30, 2024 and a further $1.2 million payment relating to connection deposits paid in connection with the 1,400MW data center development site located in the renewables-heavy West region of Texas, USA. As of September 30, 2024 we have
        paid $11.7 million of connection deposits in respect of this project and are targeting an April 2026 substation energization date.

      Financing activities

      Our net cash inflow from financing activities was $84.6 million for the three months ended September 30, 2024, compared to a net cash inflow of $9.0 million for the three months ended September 30,
        2023. For the three months ended September 30, 2024, our cash inflows comprised primarily of $84.0 million in proceeds from the sale of 9,878,075 shares under the Sales Agreement pursuant to our at-the-market program. For the three months ended
        September 30, 2023 our cash inflows consisted primarily of $9.3 million in proceeds from the sale of 2,202,860 shares under the Purchase Agreement pursuant to our equity line of credit, which has since been terminated.

      Notes to the consolidated financial statements

      Note 2. Material accounting policies

      Revenue and other income recognition

      Bitcoin mining revenue, page F-15

        3

            3.

              We note your bitcoin mining revenue policy. Please address the following:

                •

                You disclose that that your performance obligation is to provide computing power (hashrate), however we observe that hashrate is speed, generally quoted in computations per second. We believe your disclosure
                  requires a more precise description of your performance obligation. Please tell us whether a more accurate description of your performance obligation is a service to perform hash calculations for the pool operator, and if so, represent to
                  us that you will revise your disclosure in future filings.

                •

                  You disclose that your mining pool contracts can be terminated at any time by either party without substantive compensation to the other party for such termination, that upon termination, the mining pool
                    operator (i.e., the customer) is only required to pay amounts due related to previously satisfied performance obligations and that therefore, the duration of the contract is less than 24 hours and that the contract continuously renews
                    throughout the day. Confirm for us that your agreements are continually renewed as a result of either party being able to terminate the agreement at any time without penalty and therefore result in a duration that is less than 24 hours.
                    If this is true, represent to us that you will revise your disclosure in future filings to properly state the causal relationship (i.e., contracts are less than 24 hours in duration as a result of them being continuously renewed and not
                    vice versa) and link the continuously renewal determination to the termination rights in your agreements.

      Response:       In response to the Staff’s comment, the Company respectfully acknowledges that hashrate is speed, generally quoted in computations per second and may not, by
        itself, directly describe the underlying service performed. In future filings the Company will reflect the nature of the computing services provided, being the provision of services to perform hash calculations.

      The Company respectively advises the Staff that its contracts with the mining pools are continually renewed as a result of either party being able to terminate the agreements at any time without penalty and therefore
        result in a duration that is less than 24 hours. The Company will revise future disclosures to reflect this.

            4.

              You disclose on page 88 and elsewhere that you liquidate all the Bitcoin you mine daily, that the mining pools you utilize transfer the Bitcoin earned to Kraken on a daily basis and that you typically withdraw
                fiat currency proceeds from Kraken on a daily basis. We note that you also classify receipts from bitcoin mining activities within cash flows from operating activities. Please address the following:

                •

                  Represent to us that you will disclose your accounting policy for crytpo assets in future filings and separately tell us your basis therefor if you classify bitcoin other than an intangible asset in
                    accordance with IAS 38.

                •

                    Tell us how you considered IAS 7.16(b) which gives cash receipts from sales of intangible assets as an example of cash flows arising from investing activities. Provide us the general time frame you hold
                      cryptocurrencies mined, including the average, maximum and minimum time you held them during the periods presented.

      Response:     In response to the Staff’s comment the Company respectfully advises the Staff that future filings will include an accounting policy for digital assets. The
        Company will include a policy in its material accounting policies note stating that, in line with IAS 38, digital assets such as Bitcoin are classified as intangible assets due to their lack of physical substance and non-monetary nature.

        4

      The Company respectively acknowledges that IAS 7.16(b) generally classifies cash receipts from the sale of intangible assets as cash flows arising from investing activities. However, given the specific circumstances
        of the Company’s operations, the Company has considered IAS 7.14 which notes that cash flows from operating activities are primarily derived from the principal revenue-producing activities of the Company. The principles outlined in IAS 7.15 further
        support this methodology. The Company has also considered the IAS 7.6 definition of investing activities being “acquisition and disposal of long-term assets and other investments not included in cash equivalents”. Bitcoin mining is the Company’s
        principal revenue-generating activity, and the mined Bitcoin is converted to fiat currency almost immediately, making it an integral part of the Company’s operating cycle, akin to the sale of goods.  Consequently, the Company respectively considers
        the classification of Bitcoin mined as cash flows arising from operating activities. The Company will clarify the basis for this classification in future filings.

      Over the three periods presented, the Bitcoin mined was automatically deposited from each pool and manually liquidated daily in Kraken with the weighted average time held each day being less than 4 hours. The minimum
        time held was less than 1 minute with the maximum time held was 23 hours excluding one liquidation in July 2022 whereby a deposit was held for 25 hours due to a logistical issue on that date. The valuati