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 March 21, 2025

Belinda Nucifora
Chief Financial Officer
IREN Limited (f/k/a Iris Energy Limited)
Level 12; 44 Market Street
Sydney, NSW 2000 Australia

 Re: IREN Limited (f/k/a Iris Energy Limited)
 Form 20-F for Fiscal Year Ended June 30, 2024
 File No. 001-41072
Dear Belinda Nucifora:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
cc: Marcel Fousten
</TEXT>
</DOCUMENT>

CORRESP
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 March 20, 2025

 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

 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 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 “ First   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 ”). The Company submitted a response to the First
 Comment Letter on December 18, 2024, and received a second comment letter dated February 20, 2025 (the “ Second Comment Letter ”) from the Staff.

 Set forth below are the Company’s responses to the Staff’s comments in the Second Comment Letter. 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
 Consolidated statements of cash flows, page F-11

 1.

 We note your response to prior comment 4. We note that your principal revenue-producing activity is the provision of hash computation services to mining pool operators in exchange for noncash consideration, the
 intangible asset bitcoin. As a result, the subsequent sale of that bitcoin is an investing activity consistent with the requirements of IAS 7.16(b). Please revise your financial statements accordingly.

 Response: The Company respectfully acknowledges the Staff’s comment and confirms that in future filings, including an amendment to its Annual Report on Form 20-F/A, it will
 classify proceeds from the sale of intangible assets i.e., Bitcoin mined as cash flows from investing activities in accordance with IAS 7.16(b).

 Notes to the consolidated financial statements
 Note 4. Operating segments, page F-24

 2.

 We note your response to prior comment 6. As your current disclosure indicates that geographic revenue is attributed based on “where the services were provided” and it is apparent that your mining operations are
 located in North America, please represent to us that in future filings you will revise your disclosure, consistent with your response, to indicate that you attribute your revenues from external customers to countries based on the location of
 the contracting entity within your consolidated group.

 Response: The Company respectfully acknowledges the Staff’s comment and confirms that future filings, including an amendment to its Annual Report on Form 20-F/A, will be revised
 to reflect that the Company attributes revenues from external customers to countries based on the location of the contracting entity within its consolidated group.

 Should any questions arise, please do not hesitate to contact me at +61 410 196 531 or belinda.nucifora@iren.com, or the Company’s U.S. counsel, Marcel Fausten of Davis Polk & Wardwell at (212) 450-4389 or marcel.fausten@davispolk.com. Thank
 you for your time and attention.

 Very truly yours,

 /s/ Belinda Nucifora

 Belinda Nucifora

 cc:

 Daniel Roberts, Co-Chief Executive Officer of the Company

 William Roberts, Co-Chief Executive Officer of the Company

February 20, 2025
Belinda Nucifora
Chief Financial Officer
IREN Limited (f/k/a Iris Energy Limited)
Level 12; 44 Market Street
Sydney, NSW 2000 Australia
Re:IREN Limited (f/k/a Iris Energy Limited)
Form 20-F for Fiscal Year Ended June 30, 2024
Response dated December 18, 2024
File No. 001-41072
Dear Belinda Nucifora:
            We have reviewed your December 18, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
November 19, 2024 letter.
Form 20-F for the Fiscal Year Ended June 30, 2024
Consolidated statements of cash flows, page F-11
1.We note your response to prior comment 4. We note that your principal revenue-
producing activity is the provision of hash computation services to mining pool
operators in exchange for noncash consideration, the intangible asset bitcoin. As a
result, the subsequent sale of that bitcoin is an investing activity consistent with the
requirements of IAS 7.16(b). Please revise your financial statements accordingly.
Notes to the consolidated financial statements
Note 4. Operating segments, page F-24
We note your response to prior comment 6. As your current disclosure indicates that
geographic revenue is attributed based on "where the services were provided" and it is
apparent that your mining operations are located in North America, please represent to 2.

February 20, 2025
Page 2
us that in future filings you will revise your disclosure, consistent with your response,
to indicate that you attribute your revenues from external customers to countries based
on the location of the contracting entity within your consolidated group.
            Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Marcel Fousten

CORRESP
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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

November 19, 2024
Belinda Nucifora
Chief Financial Officer
Iris Energy Limited
Level 12; 44 Market Street
Sydney, NSW 2000 Australia
Re:Iris Energy Limited
Form 20-F for Fiscal Year Ended June 30, 2024
File No. 001-41072
Dear Belinda Nucifora:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for 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.

November 19, 2024
Page 2
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.
Notes to the consolidated financial statements
Note 2. Material accounting policies
Revenue and other income recogntion
Bitcoin mining revenue, page F-15
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.
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 •4.

November 19, 2024
Page 3
average, maximum and minimum time you held them during the periods
presented.
AI cloud services revenue, page F-16
5.We note that you recognize AI cloud service revenue, which is measured at fair value,
ratably over the enforceable term of the contract as services are provided. Please
address the following:
•Tell us and enhance future filings to more fully describe the AI cloud services you
provide;
•Tell us and enhance future filings to identify the specific rights and performance
obligations of each of the parties in the arrangements for the AI cloud services
you provide, the nature of consideration you receive, i.e. cash or otherwise, and
your application of the authoritative accounting guidance; and
•Tell us whether your AI cloud service contracts meet the definition of a lease
under IFRS 16 and provide a discussion of your analysis.
Note 4. Operating segments, page F-24
6.We note that you disclose Australia as the geographical region for which the
substantial majority of the revenue services were provided whereas you disclose that
the underlying assets utilized to generate these revenues are predominantly located in
North-America. Please tell us your basis for apparently allocating all your mining
revenues to Australia and represent to us that you will disclose the basis for allocating
revenue to individual countries. Refer to IFRS 8: Operating Segments; paragraph
33(a).
Note 14. Property, plant and equipment, page F-33
We note the $91,608,000 of impairment charges recorded in fiscal 2023 and the
reversal of $108,000 of those charges associated with development assets in fiscal
2024. We also note the $12,961,000 impairment of computer hardware prepayments
in fiscal 2023 as disclosed in Note 12 on page F-31. Please address the following as it
relates to the portion of the impairments not associated with the Non-Recourse SPVs
that were deconsolidated on February 3, 2023 and reference for us, where appropriate,
the specific authoritative literature you relied upon to support your accounting:
•Provide us your analyses supporting the impairments of both mining hardware
and computer hardware prepayments. Separately for each of these impairments,
ensure that your response includes, but is not limited to, the following:
oConfirm that you recorded the impairments at December 31, 2022 or tell us
specifically when during the quarter then ended that you recorded the
impairments;
oThe impairment indicators identified;
oHow you determined the recoverable amounts; and
oThe recoverable amounts derived.

 7.

November 19, 2024
Page 4
•As the general market prices of bitcoin improved dramatically during fiscal 2024
(especially toward the middle and latter part of the year) since December 31,
2022, tell us your consideration for reversing part of the impairments recorded.
Note 24. Financial Instruments
Power Supply Agreement, page F-44
8.We note that you entered into a Power Supply Agreement (PSA) for the procurement
of electricity at the Childress site in which you have the right to purchase a fixed
quantity of electricity in advance at a fixed price, with no obligation to take physical
delivery and any unused electricity purchased is sold to the PSA counterparty at the
prevailing spot price at the time of curtailment. Please tell us and enhance future
filings to clarify the following:
•The term of the PSA and total MWs that you have the right to purchase;
•You characterize the electricity financial asset as "prepaid electricity" on page F-
18 and the right to purchase electricity "in advance" on page F-44. In your
response to the preceding bullet, explain how far in advance payments are made
for future electricity purchases and the frequency and timing of additional
payments under the PSA;
•Provide more detail on how you apply the forward price approach identified on
pages F-18 in Note 2 and F-45 in Note 25. In this regard, you indicate that the fair
value of the electricity financial asset is calculated by multiplying the quantity of
electricity prepaid by a forward price in the principal market but it is unclear
whether you prepay for electricity for the entire duration of the PSA. If you do not
prepay for the entire contract, tell us your consideration for valuing the asset over
the entire duration of the contract;
•What the unrealized loss represents if unused electricity is sold and the fair value
is determined using the forward price approach;
•If true, that power usage is not a variable input in fair value determination of the
PSA fair value as under the terms of the PSA, the price and quantity of power are
fixed. If not true, tell us why not; and
•Enhance your rollforward of the change in fair value to disaggregate financial
assets realized between gains and losses and/or change in forward prices for the
periods presented.  In this regard, as you either use power or elect to sell it back in
exchange for credits against future power costs, it would appear that settlements
occur each period. In your response, tell us how settlements are calculated for
purposes of the requested disclosure and how such amounts reconcile to the
realized gain on financial assets recognized of $ 4.1 million.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

November 19, 2024
Page 5

            Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Marcel Fousten

CORRESP
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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

United States securities and exchange commission logo
May 22, 2024
William Roberts
Co-Chief Executive Officer
Iris Energy Ltd
Level 12, 44 Market Street
Sydney, NSW 2000 Australia
Re:Iris Energy Ltd
Registration Statement on Form F-3
Filed May 15, 2024
File No. 333-279427
Dear William Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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    IRIS ENERGY LIMITED

    Level 12, 44 Market Street

    Sydney, NSW 2000 Australia

    March 1, 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:          Eric Envall

    Re:         Iris Energy Limited

    Registration Statement on Form F-3

    File No. 333-277119

      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. 333-277119), to 9:30 a.m. Eastern Time on March 5, 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

United States securities and exchange commission logo
February 22, 2024
Daniel Roberts
Co-Chief Executive Officer and Director
Iris Energy Ltd
122 E. 42 nd Street, 18 th Floor
New York, NY 10168
Re:Iris Energy Ltd
Registration Statement on Form S-3
Filed February 15, 2024
File No. 333-277119
Dear Daniel Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:        Marcel Fausten

CORRESP
1
filename1.htm

    IRIS ENERGY LIMITED

    Level 12, 44 Market Street

    Sydney, NSW 2000 Australia

    September 20, 2023

    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:

            Jessica Livingston

            Re:

            Iris Energy Limited

            Registration Statement on Form F-3

            File No. 333-274500

    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. 333-274500), as amended, to 9:30 a.m. Eastern Time on September 22, 2023, 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

United States securities and exchange commission logo
September 19, 2023
Daniel Roberts
Co-Chief Executive Officer and Director
Iris Energy Ltd
Level 12, 44 Market Street
Sydney, NSW 2000 Australia
Re:Iris Energy Ltd
Registration Statement on Form F-3
Filed September 13, 2023
File No. 333-274500
Dear Daniel Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

    IRIS ENERGY LIMITED

    Level 12, 44 Market Street

    Sydney, NSW 2000 Australia

    January 26, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street

    N.E. Washington, D.C. 20549

            Attn:
            Mariam Mansaray

            Joshua Shainess

            Re:
            Iris Energy Limited

            Registration Statement on Form F-1

            File No. 333-267568

      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-1 (File No. 333-267568), as amended, to 4:00 p.m. Eastern Time on January 26, 2023, 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

CORRESP
1
filename1.htm

            Marcel Fausten

            +1 212 450 4389

            marcel.fausten@davispolk.com

            davispolk.com

            Davis Polk & Wardwell llp

            450 Lexington Avenue

            New York, NY 10017

            CONFIDENTIAL

    December 22, 2022

          Re:

            Iris Energy Limited

              Amendment 4 to Registration Statement on Form F-1

              Filed December 7, 2022

              CIK No. 0001878848

    CONFIDENTIAL

    Mr. Joshua Shainess

    Ms. Mariam Mansaray

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Mr. Shainess and Ms. Mansaray:

    On behalf of our client, Iris Energy Limited, a company existing under the laws of Australia (the “Company”, and together with its subsidiaries, the “Group”), we are
      responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Amendment 4 to the Company’s Registration
      Statement on Form F-1 (the “Registration Statement”) contained in the Staff’s letter dated December 13, 2022 (the “Comment Letter”). In response to the comments set forth
      in the Comment Letter, the Company has revised the Registration Statement and is filing it together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also
      contains certain additional updates and revisions.

    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. We
      have included page numbers to refer to the location in the Revised Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment 4 to Registration Statement Filed December 7, 2022

    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.

    Response:          In response to the Staff’s comment, the Company respectfully advises the Staff that, as disclosed on page 1 of the Registration Statement, the mining pools that it utilizes for purposes of
      its Bitcoin mining transfer Bitcoin it mines to Kraken on a daily basis. Such Bitcoin is then exchanged for fiat currency on the Kraken exchange or via its over-the-counter trading desk on a daily basis. Therefore, the Company respectfully advises
      the Staff that, because the Company exchanges the Bitcoin it mines for fiat currency on a daily basis, the Company believes it has limited exposure to fluctuations in the value of Bitcoin with respect to the Bitcoin it mines once it has mined such
      Bitcoin.

    In addition, the Company withdraws fiat currency proceeds from Kraken on a daily basis utilizing Etana Custody, a third-party custodian, to facilitate the transfer of such proceeds to one or more of our banks or other
      financial institutions. As a result, the Company has only limited amounts of Bitcoin and fiat currency with Kraken and Etana Custody at any time, and accordingly, believes it has limited exposure to potential risks related to excessive redemptions or
      withdrawals of digital assets or fiat currencies from, or suspension of redemptions or withdrawals of digital assets or fiat currencies from, Kraken, Etana Custody or any other digital asset trading platform or custodian the Company may utilize in
      the future for purposes of liquidating the Bitcoin the Company mines on a daily basis. However, the Company notes that if Kraken, Etana Custody or such other digital asset trading platform suffers excessive redemptions or withdrawals of digital
      assets or fiat currencies, as applicable, or suspends redemptions or withdrawals of digital assets or fiat currencies, (i) any Bitcoin that has been transferred to such platform but has not yet been exchanged for fiat currency, as well as any fiat
      currency that has not yet been withdrawn, as applicable, would be at risk, and (ii) the Company may be required to, or may otherwise determine it is appropriate to, switch to an alternative digital asset trading platform, during which time the
      Company would be exposed to fluctuations in the value of Bitcoin with respect to the Bitcoin the Company mines during such period or that was previously mined but has not yet been exchanged for fiat currency. However, as disclosed on page 5 of the
      Registration Statement, the Company respectfully advises the Staff that it does not believe any such switch in digital asset trading platform and/or funds transfer arrangements would result in material expense or delay. The Company has revised the
      disclosure on pages 4 and 5 of the Revised Registration Statement to address the foregoing.

          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.

    Response:          In response to the Staff’s comment, the Company respectfully advises the Staff that it is not aware of any gaps its board or management have identified with respect to risk management
      processes and policies in light of current crypto asset market conditions which are reasonably likely to have a material impact on the Company’s operations or financial performance.

          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.

    Response:

    In response to the Staff’s comment, the Company respectfully advises the Staff that the value of the miners that serve as collateral for its equipment financing facilities has declined. The Company believes that this
      decline in market value has been primarily driven by the decrease in the value of Bitcoin and increase in the global hashrate of the Bitcoin network. While the Company believes that the recent disruptions in the crypto asset market may have
      contributed to declines in the value of Bitcoin more recently, the Company believes such disruptions primarily impact the market value of Bitcoin miners only indirectly to the extent they contribute to declines in the value of Bitcoin. For
      completeness, the Company notes that the equipment financing facilities are limited recourse arrangements, and are secured by the relevant Bitcoin miners as well as other assets owned by the applicable special purpose vehicle borrower. As a result,
      the lender to each such special purpose vehicle borrower has no recourse to, and no cross-collateralization with respect to, assets of the Company or any of its other subsidiaries pursuant to the terms of such facilities, and the acceleration of such
      facilities by the applicable lenders therefore does not result in a material risk to the Group’s liquidity.

                  December 22, 2022

                   2

     As described in the Registration Statement, in connection with the notices of acceleration of these equipment financing facilities from the applicable lender, the Group terminated its hosting
      arrangements with certain of the special purpose vehicle borrowers. As a result of the termination of such hosting arrangements, none of the approximately 3.6 EH/s of miners owned by such special purpose vehicles are operating. Excluding such miners,
      the remaining operating capacity at each of Canal Flats, Mackenzie and Prince George, as of December 16, 2022, is approximately 0.5 EH/s, 0.2 EH/s and 0.4 EH/s, respectively. This in turn has (i) resulted in a material reduction in the Group’s
      operating capacity, (ii) increased electricity costs per Bitcoin mined as a result of higher demand charges (i.e. fixed charges) per Bitcoin mined and (iii) adversely impacted our operating metrics. In particular, with a lower operating capacity,
      increased electricity costs per Bitcoin mined and a decline in the price of Bitcoin over recent months, the Company has experienced, and expects to continue to experience, a reduction in the Group’s revenue and operating cash flows, resulting in net
      operating losses. The Company expects such impacts to continue until such time, if at all, as it is able to re-utilize its available data center capacity and/or increase its operating capacity.

    As disclosed on page 6 of the Revised Registration Statement, as of November 30, 2022, the Company had approximately $47 million of cash and cash equivalents, excluding cash held by Non-Recourse SPV 2 and
      Non-Recourse SPV 3 (which does not include deposits the Company anticipates receiving back pursuant to certain deposit arrangements with respect to development activities at certain of its sites).

    While the decline in the market value of Bitcoin and/or Bitcoin miners and recent market events may reduce the Company’s ability to raise additional equipment financing or other secured debt, or to
      otherwise raise other forms of financing in the current market, the Company does not believe this raises a material financing or liquidity risk in light of its current cash position, as well as other potential sources of cash. In particular, the
      Company anticipates that it will be able to finance its near term capital expenditure out of available cash. Furthermore, additional capital expenditures relating to future expansion plans can be deferred at the Company’s option, affording the
      Company flexibility to defer such capital expenditures (other than its commitments under the outstanding hardware purchase contract with Bitmain, which, as disclosed on page 2 of the Revised Registration Statement, the Company does not currently
      expect to make on the scheduled due dates in respect of additional future deliveries) until financing conditions or the Company’s operating performance improve. Moreover, the Company believes it could utilize its available data center capacity with
      minimal incremental expense for potential third-party hosting given the scarcity of industry hosting data center capacity in the current market, which would provide additional revenue and operating cash flow. Also, as disclosed on pages 5 and 6 of
      the Revised Registration Statement, the Company may explore strategic options to monetize assets, including utilizing prepayments made to Bitmain with respect to existing hardware purchase contracts and/or utilizing existing miners, where, among
      other things, the Company believes they have the potential to provide additional liquidity. However, in response to the Staff’s comment, the Company has revised the disclosure on page 4 of the Revised Registration Statement to note that its ability
      to raise additional financing may be adversely impacted by the factors described above.

                  December 22, 2022

                   3

    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.

    Response:          In response to the Staff’s comment the Company has revised the disclosure on pages 11 and 20 of the Revised Registration Statement.

    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.

    Response:          In response to the Staff’s comment and in light of recent events, the Company has revised the disclosure on page 2 and has filed the financing arrangements as exhibits to the Revised
      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.

    Response:          In response to the Staff’s comment and in light of recent events, the Company has revised the disclosure on page 2 and has filed the Bitmain contract as an exhibit to the Revised
      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.

    Response:          In response to the Staff’s comment, the Company respectfully advises the Staff that it is not aware of any direct or indirect exposures to other counterparties, custodians or other
      participants in crypto markets known to have experienced any of the above listed events that would be material to its business.

    ***

                  December 22, 2022

                   4

    Should any questions arise, please do not hesitate to contact me at (212) 450-4389 or marcel.fausten@davispolk.com. Thank you for your time and attention.

    Very truly yours,

    /s/ Marcel Fausten

    Marcel Fausten

    cc:

    Daniel Roberts, Co-Chief Executive Officer of the Company

    William Roberts, Co-Chief Executive Officer of the Company

              December 22, 2022

               5

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

CORRESP
1
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            Marcel Fausten

            +1 212 450-4389

            marcel.fausten@davispolk.com

            Davis Polk & Wardwell llp

            450 Lexington Avenue

            New York, NY 10017

            CONFIDENTIAL

            December 7, 2022

            Re:

            Iris Energy Limited

            Amendment No. 3 to Registration Statement on Form F-1

            Filed November 25, 2022

            CIK No. 0001871148

    Mr. Joshua Shainess

    Ms. Mariam Mansaray

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Mr. Shainess and Ms. Mansaray:

    On behalf of our client, Iris Energy Limited (the “Company”, and together with its subsidiaries the “Group”), we are responding to two oral comments from the Staff
      (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) received by phone on November 29, 2022 (the “Comments”). In response to the Comments, the Company has revised the Registration Statement and is filing it together with
      this response letter (the “Revised Registration Statement”).

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, we have added the Comments in italics below, followed by the Company’s response to each Comment as well as a summary of the responsive actions taken. We have
      included page numbers to refer to the location in the Revised Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment No. 3 to Form F-1 filed November 25, 2022

          1.

            Identify the exchange that the Company uses to liquidate the Bitcoin that it mines and discuss any reliance thereon.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on page 1 of the Revised Registration Statement. The Company further respectfully advises the Staff that it has
      chosen Kraken because, to date, it is one of the largest digital asset trading platforms in the world and is regulated by various agencies, including agencies in the United States, Canada and Australia. The Company respectfully submits that the
      digital asset trading platform industry is highly competitive and that the Company has the ability to switch digital asset trading platforms without material expense or delay, such that it believes its business is not substantially dependent on
      Kraken.

          2.

            Discuss the impact on the Company of recent market events in the crypto industry and, in particular, the fallout from the allegations surrounding, and bankruptcies of, FTX and Alameda. Please address any direct
              impacts as well as indirect impacts, including on the Company’s third-party service providers, contractual counterparties and debt obligations.

    Response:          The Company confirms to the Staff that it is not aware of any direct impacts from the recent market events in the crypto industry, including those surrounding FTX and Alameda, that the
      Company believes would reasonably be expected to have a material impact on the business, operations or financial condition of the Group.

    In addition, the Company is not aware of any impact from these recent market events to its existing service providers—including the Kraken digital asset trading platform utilized by the Company to liquidate the Bitcoin that it mines, its hardware
      providers pursuant to existing hardware purchase agreements, and counterparties, and their advisors—that would reasonably be expected to have a material impact on the business, operations or financial condition of the Group.

    The Company notes, however, that recent market events in the crypto industry, including those surrounding FTX and Alameda, among others, have had an impact on market sentiment towards the broader crypto industry.  There has also been a decline in
      the price of cryptocurrencies generally, including Bitcoin, in connection with these events, which has impacted the Group from a financial and operational perspective.  The risks related to decreases in the price of Bitcoin, among other things, are
      described in the Company’s filings with the Commission, including under “Item 1.D. Risk Factors” in the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2022.

    In particular, the decline in the price of Bitcoin reduced the Group’s revenue and operating cash flows, including the revenue and operating cash flows generated by Bitcoin miners owned by the Group’s special purpose vehicles that are borrowers
      under the Group’s limited recourse equipment financing facilities. Such facilities have all been incurred by wholly-owned special purpose vehicles of the Group and are non-recourse to any other Group entities.  As previously disclosed in the
      Company’s filings with the Commission and under “Risk Factors” in the Revised Registration Statement, the relevant lender has declared all such outstanding indebtedness under the Group’s limited recourse equipment financing facilities to be
      immediately due and payable, and the Company has described the implications of such declaration by the relevant lender in such disclosures. The Group does not have any other outstanding indebtedness for borrowed money.

    In addition, as previously disclosed in the Company’s filings with the Commission, the Company expects to continue to explore monetizing assets, including utilizing prepayments made to Bitmain with respect to its existing hardware purchase
      contracts and/or utilizing its existing miners. The Company respectfully advises the Staff that it may explore such options where it believes they have the potential to unlock value and/or additional liquidity, including as a result of decreases in
      the price of Bitcoin, increases in the global hashrate of the Bitcoin network or other relevant factors.

    In response to the Staff’s comment, the Company has revised its disclosure on page 1 of the Revised Registration Statement to describe the foregoing impacts on its business.

    ***

    Should any questions arise, please do not hesitate to contact me at (212) 450-4389 (tel) or marcel.fausten@davispolk.com. Thank you for your time and attention.

            Very truly yours,

            /s/ Marcel Fausten

            Marcel Fausten

    cc:          Daniel Roberts, Co-Chief Executive Officer of the Company

    William Roberts, Co-Chief Executive Officer of the Company

United States securities and exchange commission logo
October 3, 2022
Daniel Roberts
Chief Executive Officer
Iris Energy Ltd
Level 12, 44 Market Street
Sydney, NSW 2000 Australia
Re:Iris Energy Ltd
Registration Statement on Form F-1
Filed September 23, 2022
File No. 333-267568
Dear Daniel Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meaghan Kennedy

CORRESP
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    Iris Energy Limited

    Level 21, 60 Margaret Street

    Sydney, NSW 2000 Australia

    November 15, 2021

    VIA EDGAR TRANSMISSION

    Division of Corporate Finance

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-6010

              Attention:

              Melissa Kindelan

    Kathleen Collins

    Priscilla Dao

    Jeff Kauten

    Division of Corporation Finance — Office of Technology

              Re:

              Iris Energy Limited

    Registration Statement on Form F-1 (Registration No. 333-260488)

    Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form F-1, as amended (File No. 333-260488) (the “Registration Statement”) of Iris
      Energy Limited (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on Tuesday, November 16, 2021, or as soon as practicable thereafter.  Once the Registration Statement has been
      declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

    We understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the
      securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Drew Capurro of Latham & Watkins LLP at the number set forth above.

    Thank you for your assistance in this matter.

    [signature page follows]

            Very truly yours,

            Iris Energy Limited

            By:

          /s/ Daniel Roberts

            Name:

            Daniel Roberts

            Title:

            Co-Chief Executive Officer and Director

            (Principal Executive Officer)

              cc:

              Drew Capurro Esq., Latham & Watkins LLP

    Ian Schuman Esq., Latham & Watkins LLP

    Stelios Saffos, Esq., Latham & Watkins LLP

    Joanna Brand, Iris Energy Limited

CORRESP
1
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    J.P. Morgan Securities LLC

    383 Madison Avenue

    New York, New York 10179

    Canaccord Genuity LLC

      535 Madison Avenue

    New York, New York 10022

    Citigroup Global Markets Inc.

      535 Madison Avenue

    New York, New York 10022

    November 15, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

    Attn: Melissa Kindelan, Kathleen Collins, Priscilla Dao and Jeff Kauten

              Re:

              Iris Energy Limited

              Registration Statement on Form F-1

                Filed October 25, 2021, as amended

                File No. 333-260488

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the
      request of Iris Energy Limited (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on November 16, 2021, or as soon
      thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, may request by telephone that such Registration Statement be declared effective.

    Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter
      or dealer, who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
      1934, as amended.

     [Signature Page Follows]

              Very truly yours,

              J.P. MORGAN SECURITIES LLC

              CANACCORD GENUITY LLC

              CITIGROUP GLOBAL MARKETS INC.

              As Representatives of the Underwriters

              J.P. MORGAN SECURITIES LLC

              By:

              /s/ Jeremy Sipzner

                Name: Jeremy Sipzner

              Title: Vice President

              CANACCORD GENUITY LLC

              By:

              /s/ Jennifer Pardi

              Name: Jennifer Pardi

              Title: Managing Director

              CITIGROUP GLOBAL MARKETS INC.

              By:

              /s/ Mark Gracia

              Name: Mark Gracia

              Title: Director

      [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

 

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New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

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November 9, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 ​ ​ Melissa Kindelan

 ​ ​ Kathleen Collins

 ​ ​ Priscilla Dao

 ​ ​ Jeff Kauten

 ​ ​ Division of Corporation Finance — Office of Technology

 ​ ​

Re:

 ​ ​ Iris Energy Limited

 ​ ​ Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted October 25, 2021 CIK

No.  0001878848

Ladies and Gentlemen:

On behalf of our client, Iris Energy Limited (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated November 2, 2021 (the “Comment Letter”) with respect to the Company’s Registration Statement filed on Form F-1 (the “Registration Statement”) on October 25, 2021. This letter is being filed together with a public filing of Amendment No. 1 to the Registration Statement on Form F-1, which has been revised to address the Staff’s comments to the October 25, 2021, filing of the Registration Statement, through EDGAR.

For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

November 9, 2021

Page 2

 

Amendment No. 1 to Registration Statement on Form F-1

Summary Historical Financial Information and Other Data

Non-IFRS Measures, page 17

1.

 We note your revised presentation in response to prior comment 3. Please further revise to reflect a Profit/(loss) Margin that is equal to Loss after income tax expense divided by Bitcoin Mining Revenue, for each period presented, as that is the most comparable IFRS measure to your non-IFRS margin measures. Also, revise the reconciliations to begin with Loss after income tax expense, as previously presented. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 18 of the Registration Statement accordingly.

Capitalization, page 71

2.

 Considering the significant amount of debt that will convert to ordinary shares upon this offering, please revise to include your borrowings in the Capitalization table. Refer to Article 11-01(a)(8) of Regulation S-X.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 73 of the Registration Statement accordingly.

3.

 We note your revised disclosures here and elsewhere throughout the filing where you indicate that the conversion of the SAFE and convertible notes is based, in part, on an assumed average Bitcoin price for the 30 days immediately preceding and ending the day prior to the date of effectiveness of this registration statement. Please explain further how Bitcoin pricing impacts the conversion of these instruments and revise your disclosures throughout, including your financial statement footnotes, as necessary.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page F-61 of the Registration Statement to clarify the mechanics by which the average Bitcoin price could impact the conversion price of the convertible notes issued by the Company on October 8, 2021 (“October Convertible Notes”). The Company advises the Staff that none of the Company’s other convertible notes or Simple Agreement for Future Equity (“SAFE”) instruments include a mechanic by which the conversion ratio of such instruments could be impacted by the average Bitcoin price.

The October Convertible Notes will convert to Ordinary shares of the Company as a result of certain specified events, including the proposed initial public offering. In the event of an initial public offering, the October Convertible Notes will convert into a number of Ordinary shares equal to (x) the aggregate face value of notes outstanding (plus any accrued but unpaid interest) divided by (y) the applicable Share Price, where “Share Price” is defined as the lower of:

•

 75% of the initial public offering price (the “IPO-Based Share Price”); and

•

 the quotient of (1) the product of (x) $1,500,000,000 and (y)(i) the average of the closing Bitcoin prices as quoted on CoinMarketCap at https://coinmarketcap.com/currencies/bitcoin/historical-data/ (or if not available, any alternative market data source as reasonably determined by the Board) for the 30 day period ending on the day prior to the date on which the registration statement relating to the initial public offering is declared effective (the “Average Reference Bitcoin Price”), divided by (ii) $35,000, provided that such product of (x) and (y) will be no lower than $800,000,000 and no higher than $1,500,000,000; divided by (2) the Company’s total share capital outstanding on an as-converted, fully diluted basis of 43,091,526 Ordinary shares-equivalent as of August 10, 2021 (the “Bitcoin-Adjusted Share Price”).

November 9, 2021

Page 3

 

For clarity, the Company notes that the average trailing Bitcoin price will only be relevant for determining the numerator in Bitcoin-Adjusted Share Price in the event that the product of:

(x) $1,500,000,000; and

(y) (i) the Average Reference Bitcoin Price divided by (ii) $35,000,

is more than $800,000,000 (the valuation floor underlined above) but less than $1,500,000,000 (the valuation cap underlined above). In light of prevailing Bitcoin prices1, the Company expects the numerator used to calculate the Bitcoin-Adjusted Share Price to be equal to the $1,500,000,000 valuation cap, and the Bitcoin-Adjusted Share Price would be $34.81 per Ordinary share. In contrast, the IPO-Based Share Prices relating to the prices included in the estimated price range set forth on the cover page of the prospectus included in the Registration Statement, as well as at prices that are 20% higher than the high end of the price range and 20% lower than the low end of the price range, would each be less than that amount:

​ Assumed Initial Public Offering Price

 ​ ​ IPO-Based Share Price for

October Convertible Notes

 ​

​ $22.00

 ​ ​ $16.50

 ​

​ $23.00

 ​ ​ $17.25

 ​

​ $24.00

 ​ ​ $18.00

 ​

​ $25.00

 ​ ​ $18.75

 ​

​ $26.00

 ​ ​ $19.50

 ​

​ $27.00

 ​ ​ $20.25

 ​

​ $28.00

 ​ ​ $21.00

 ​

​ $29.00

 ​ ​ $21.75

 ​

​ $30.00

 ​ ​ $22.50

 ​

As a result, in order to avoid potentially confusing investors, where the Company provides information in the Registration Statement about the expected number of Ordinary shares to be outstanding following the offering (which gives effect to the conversion of the October Convertible Notes, in addition to the Company’s other convertible notes and SAFE instruments), the Company has not included information about the Bitcoin-Adjusted Share Price because of its expectation that the October Convertible Notes will convert at the IPO-Based Share Price.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Indicators of Performance and Financial Condition, page 78

4.

 Please revise here to present the most directly comparable IFRS measure of loss after income tax expense with greater prominence than your non-IFRS measures.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 80 of the Registration Statement accordingly.

 

 

* * * *

1

 Given the recent closing prices for Bitcoin, which has not been lower than $58,482.39 since October 14, 2021, and the Company’s current target date of November 16, 2021 for effectiveness of the Registration Statement, even if the reported daily closing price for Bitcoin from November 9, 2021 to November 15, 2021 was $0, the average of the daily closing Bitcoin prices for the 30-day period ending on November 15 would be greater than $35,000, which would result in the numerator for the Bitcoin-Adjusted Share Price being equal to the valuation cap of $1,500,000,000.

November 9, 2021

Page 4

 

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (714) 755-8008 or Drew.Capurro@lw.com.

 ​ ​ Very truly yours,

 ​ ​

 ​ ​ /s/ Drew Capurro

 ​ ​ of LATHAM & WATKINS LLP

cc:

 ​ ​ Ian Schuman, Latham & Watkins LLP

Stelios Saffos, Latham & Watkins LLP

Byron Rooney, Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

William Roberts, Iris Energy Limited

Joanna Brand, Iris Energy Limited

United States securities and exchange commission logo
November 2, 2021
Jason Conroy
Chief Executive Officer
Iris Energy Pty Ltd
Level 21, 60 Margaret Street
Sydney, NSW 2000 Australia
Re:Iris Energy Pty Ltd
Registration Statement on Form F-1
Filed October 25, 2021
File No. 333-260488
Dear Mr. Conroy:
            We have reviewed your 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. Unless we note
otherwise, our references to prior comments are to comments in our October 20, 2021 letter.
Registration Statement on Form F-1
Summary Historical Financial Information and Non-IFRS Measures
Non-IFRS Measures, page 17
1.We note your revised presentation in response to prior comment 3.  Please further revise
to reflect a Profit/(loss) Margin that is equal to Loss after income tax expense divided by
Bitcoin Mining Revenue, for each period presented, as that is the most comparable IFRS
measure to your non-IFRS margin measures.  Also, revise the reconciliations to begin
with Loss after income tax expense, as previously presented.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs.

 FirstName LastNameJason Conroy
 Comapany NameIris Energy Pty Ltd
 November 2, 2021 Page 2
 FirstName LastName
Jason Conroy
Iris Energy Pty Ltd
November 2, 2021
Page 2
Capitalization, page 71
2.Considering the significant amount of debt that will convert to ordinary shares upon this
offering, please revise to include your borrowings in the Capitalization table.  Refer to
Article 11-01(a)(8) of Regulation S-X.
3.We note your revised disclosures here and elsewhere throughout the filing where you
indicate that the conversion of the SAFE and convertible notes is based, in part, on an
assumed average Bitcoin price for the 30 days immediately preceding and ending the day
prior to the date of effectiveness of this registration statement.  Please explain further how
Bitcoin pricing impacts the conversion of these instruments and revise your disclosures
throughout, including your financial statement footnotes, as necessary.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Indicators of Performance and Financial Condition, page 78
4.Please revise here to present the most directly comparable IFRS measure of loss after
income tax expense with greater prominence than your non-IFRS measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro

CORRESP
1
filename1.htm

 

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New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

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October 25, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 ​ ​ Melissa Kindelan

 ​ ​ Kathleen Collins

 ​ ​ Priscilla Dao

 ​ ​ Jeff Kauten

 ​ ​ Division of Corporation Finance — Office of Technology

 ​ ​

Re:

 ​ ​ Iris Energy Limited

 ​ ​ Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted October 6, 2021

CIK No.  0001878848

Ladies and Gentlemen:

On behalf of our client, Iris Energy Limited (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated October 20, 2021 (the “Comment Letter”) with respect to the Company’s Confidential Draft Registration Statement submitted on Form F-1 (the “Registration Statement”) on October 6, 2021. This letter is being filed together with a public filing of the Registration Statement on Form F-1, which has been revised to address the Staff’s comments to the October 6, 2021, submission of the Registration Statement, through EDGAR.

For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

October 25, 2021

Page 2

 

Amendment No. 1 to Draft Registration Statement on Form F-1

Summary Historical Financial Information and Other Data

Pro forma Earnings Per Share, page 14

1.

 We note your disclosure in response to prior comment 3. As you appear to be including the offering shares in your pro forma per share calculations, please revise to label such information as "pro forma, as adjusted." Also, consider including a reconciliation of the numerator for such calculations given the numerous adjustments involved

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 14 of the Registration Statement accordingly.

Summary of Consolidated Statement of Financial Position, page 15

2.

 Please revise the footnote numbers to this table to be consistent with those used at the top of the respective columns.

Response: The Company acknowledges the Staff’s comment and has revised the footnote numbers on page 16 of the Registration Statement accordingly.

Non-IFRS Measures, page 16

3.

 Please revise to provide the comparable IFRS measure of net loss margin with equal or greater prominence to your non-IFRS measures of EBITDA margin and adjusted EBITDA margin. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 17 of the Registration Statement accordingly.

Capitalization, page 69

4.

 We note your revisions and response to prior comment 8. Please further revise to present the B Class shares and number of shares authorized, issued and outstanding on a pro forma and pro forma as adjusted basis for a complete presentation of your equity structure going forward. Further, your disclosures on page 70 indicate that upon the exercise of the 2021 Executive Director Liquidity and Price Target Options, Ordinary shares will be issued; however, your response seems to indicate B Class shares will be issued. Please explain this apparent inconsistency and revise your disclosures as necessary.

Response: The Company acknowledges the Staff’s comment to present the B Class shares and number of shares authorized, issued and outstanding on a pro forma and pro forma as adjusted basis for a complete presentation of the Company’s equity structure going forward and has revised the disclosure on page 71 of the Registration Statement accordingly.

The Company respectfully wishes to clarify its response to prior comment 8 as follows: (1) upon the exercise of the 2021 Executive Director Liquidity and Price Target Options, Ordinary shares will be issued; and (2) the issuance of B Class shares to Messrs. Daniel and William Roberts is separate and unrelated to the incentive arrangements with Messrs. Daniel and William Roberts. The B Class shares were issued to Messrs. Daniel and William Roberts on October 7, 2021.

Liquidity and Capital Resources, page 79

5.

 We note your revised disclosure in response to comment 10. As previously requested, please further revise to disclose how long you will be able to continue to fund your operations using current available cash resources. We refer you to FRC 501.03(a) and Section IV of SEC Release 33-8350.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 86 of the Registration Statement accordingly.

October 25, 2021

Page 3

 

Notes to Consolidated Financial Statements

Note 34. Events After Reporting Period, page F-40

6.

 We note your disclosure regarding the 146,444 options granted to one employee on July 28, 2021. Please revise to disclose all 447,699 options awarded, consistent with the information provided in response to prior comment 19.

Response: The Company respectfully advises the Staff that this disclosure in relation to the audited consolidated financial statements for the year ended June 30, 2021, has not been revised, on the basis that International Accounting Standards (IAS) 10 only requires major share transactions and potential ordinary share transactions after the reporting period to be disclosed. The Company disclosed only the options issued to the Executive Officer (key management personnel as per IAS 24), as being material. The remaining 301,255 options granted represents less than 1% of all the ordinary shares and potential ordinary shares on issue as at June 30, 2021 and therefore were not disclosed.

Please refer to Note 16 in the interim unaudited consolidated financial statements for the three months ended September 30, 2021, and per the disclosure on page F-59 of the Registration Statement that discloses all 447,699 options awarded.

7.

 We note your response to prior comment 20. Please further explain the basis for the underlying ordinary share value used to value the award granted on July 28, 2021. In this regard, your analysis appears to suggest that the fair value of the ordinary shares used to value the July grant is consistent with a “pre-money valuation cap” of US$300 million, while the convertible note issuance undertaken 13 days after such grant was based on a “pre-money valuation cap” of US$1,500 million. Given the convertible note issuance occurred shortly after the July grant date, tell us how you considered the August valuation in determining the value of the July award. In addition, once you have determined an offering price range, please explain to us the reason for any difference between your recent valuations, including the fair value used in the September 2021 grants, and the midpoint of your offering price range.

Response: The Company acknowledges the Staff's comment and respectfully refers the Staff to an updated Appendix 1 to this letter, which discloses share-based compensation awards between January 1, 2021 and October 25, 2021.

With regard to the awards granted on July 28, 2021, as mentioned in Appendix 1 of the Company’s response to prior comment 19 (as well as the updated Appendix 1 to this letter), the basis for the underlying Ordinary share value was referenced to arm’s length sales between various existing shareholders of the Company (“Market Transfers”) that occurred at A$2.36364 per share pursuant to transfer notices received by the Company on April 29, 2021 (completed on June 22, 2021) and July 12, 2021 (completed on September 2, 2021).

The Company believes the Market Transfers provided clear and objective valuation markers for the last transaction of Ordinary shares in the Company (i.e. A$2.36) at the time of the July grants.

It is also noted that, as mentioned in Appendix 1 of the Company’s response to prior comment 19 (as well as the updated Appendix 1 to this letter), it was the May grants which referenced the underlying share value implied by the pre-money valuation cap of US$300 million under the Company’s convertible note issuance on April 1, 2021, whereas the July grants referenced the Market Transfers.

The Company however respectfully acknowledges the Staff’s comment in relation to the close proximity of the July grant date to the convertible note raising launched in August (with a pre-money valuation cap of US$1,500 million), and has elected to use A$9.47 (being the A$ equivalent of US$6.96 as of July 28, 2021) as the fair value for the July grants for financial reporting purposes.

While an offering price range has not yet been determined, the Company respectfully acknowledges the Staff’s request and will revert once a range has been determined.

October 25, 2021

Page 4

 

General

8.

 Revise to provide the appropriate dilution disclosures related to this offering. Refer to Item 4.a of Form F-1 and Item E.9 of Form 20-F.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 73 of the Registration Statement accordingly.

* * * *

October 25, 2021

Page 5

 

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (714) 755-8008 or Drew.Capurro@lw.com.

 ​ ​ Very truly yours,

 ​ ​

 ​ ​ /s/ Drew Capurro

 ​ ​ of LATHAM & WATKINS LLP

cc:

 ​ ​ Ian Schuman, Latham & Watkins LLP

Stelios Saffos, Latham & Watkins LLP

Byron Rooney, Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

William Roberts, Iris Energy Limited

Joanna Brand, Iris Energy Limited

October 25, 2021

Page 6

 

Appendix 1: Question 19: Share-based payment compensation awards

The table below sets out the fair value of the underlying shares at the grant date for each grant of share-based compensation awards made by the Company between January 1, 2021 and October 25, 2021:

​ Grant Date

 ​ ​ Share-based

compensation

award

 ​ ​ Number of

options issued

 ​ ​ Fair value of

underlying

shares

at grant date

for financial

reporting

purposes

 ​ ​ Estimated total

financial impact on

grant date

 ​

​ January 20, 2021

 ​ ​ 2021 Executive Director Liquidity and Price Target Options

 ​ ​ 5,000,000 each to entities controlled by Daniel Roberts and William Roberts

 ​ ​ A$0.70

 ​ ​ A$2.1 million

(weighted average fair value of A$0.21 x 10,000,000 options)

Per Note 31 Share-based payments in the financial statements for the year ended June 30, 2021 included in the Registration Statement.

 ​

​ May 10, 2021

 ​ ​ Employee Share Plan Shares

 ​ ​ 1,202,130

 ​ ​ A$2.36364

 ​ ​ A$1.6 million

(weighted average fair value of A$1.37 x 1,202,130 shares)

Per Note 31 Share-based payments in the financial statements for the year ended June 30, 2021 included in the Registration Statement.

 ​

​ July 28, 2021

 ​ ​ Employee Options and Non-Executive Director (NED) options

 ​ ​ 1,256,211 (comprised of 447,699 Employee Options & 808,512 NED Options)

 ​ ​ US$6.96 (A$9.47)

 ​ ​ Employee options: A$3.8 million (weighted average fair value of A$8.47 x 447,699)

(NED) Options: A$6.8 million (weighted average fair value of A$8.40 x 808,512) per note 16 of the unaudited interim financial statements for the three months ended September 30, 2021 included in the Registration Statement.

 ​

​ September 14, 2021

 ​ ​ 2021 Executive Director Long-Term Target Options

 ​ ​ 12,000,000 each (comprised of 4 threshold tranches of 3,000,000 each) to entities controlled by Daniel Roberts and William Roberts

 ​ ​ US$6.96 (A$9.48)

 ​ ​ A$159 million (weighted average fair value of A$6.63 x 24,000,000 options) per note 16 of the unaudited interim financial statements for the three months ended September 30, 2021 included in the Registration Statement.

 ​

​ October 20, 2021

 ​ ​ Employee Options

 ​ ​ 266,105

 ​ ​ US$6.96 (A$9.47)

 ​ ​ A$2 million (weighted average fair value of A$7.35 x 266,105 options) per note 18 of the unaudited interim financial statements for the three months ended September 30, 2021 included in the Registration Statement.

 ​

​ Grant Date

 ​ ​ Share-based

compensation

award

 ​ ​ Number of

options issued

 ​ ​ Fair value of

underlying

shares

at grant date

for financial

reporting

purposes

 ​ ​ Estimated total

financial impact on

grant date

 ​

​ October 21, 2021

 ​ ​ NED Options

 ​ ​ 71,329

 ​ ​ US$6.96 (A$9.47)

 ​ ​ A$0.5 million (weighted average fair value of A$7.35 x 71,329 options) per note 18 of the unaudited interim financial statements for the three months ended September 30, 2021 included in the Registration Statement.

 ​

Fair value of the underlying shares for 2021 Executive Director Liquidity and Price Target Options granted in January 2021

The fair value of the underlying shares for the 2021 Executive Director Liquidity and Price Target Options granted in January 2021 was referenced to the convertible note raising completed by the Company on January 5, 2021 which contained a conversion price cap of A$0.70 per share based on a pre-money company valuation cap of US$59 million.

Fair value of the underlying shares for the Employee Share Plan Shares granted in May 2021

The fair value of the underlying shares for the Employee Share Plan Shares granted in May 2021 was referenced to the arm’s-length sale between various existing shareholders of the Company of 1,100,000 ordinary shares at A$2.36364 per share pursuant to a transfer notice received by the Company on April 29, 2021. The sale completed on June 22, 2021.

Further, the fair value of the underlying shares was also referenced to the convertible note raising completed by the Company on April 1, 2021 which contained an estimated conversion price cap of approximately A$2.36 per share (assuming conversion of the notes on 30 September 2021) based on a pre-money valuation cap of the Company of US$300 million.

Fair value of the underlying shares for Employee Options and Non-Executive Director Options granted in July 2021

The fair value of the underlying shares for these share-based payment awards granted in July 2021 was referenced to the arm’s-length sales of the following ordinary shares between various existing shareholders of the Company:

-

 1,100,000 ordinary shares at A$2.36364 per share pursuant to a transfer notice received by the Company on April 29, 2021 (completed on June 22, 2021)

-

 1,666,667 ordinary shares at A$2.36364 per share pursuant to a transfer notice received by the Company on July 12, 2021 (completed on September 2, 2021)

The Company respectfully acknowledges the Staff’s comment in Question 7 of the Commission’s comment letter dated October 20, 2021 in relation to the close proximity of the July grant date to the convertible note raising launched in August (with a pre-money valuation cap of US$1,500 million), and completed on October 8, 2021, and has elected to use A$9.47 (being the A$ equivalent of US$6.96 as of July 28, 2021) as the fair value for the July gran

United States securities and exchange commission logo
October 20, 2021
Jason Conroy
Chief Executive Officer
Iris Energy Pty Ltd
Level 21, 60 Margaret Street
Sydney, NSW 2000 Australia
Re:Iris Energy Pty Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 6, 2021
CIK No. 0001878848
Dear Mr. Conroy:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless otherwise noted, where prior comments are referred to they refer to our letter
dated September 23, 2021.
Amendment No. 1 to Draft Registration Statement on Form F-1
Summary Historical Financial Information and Other Data
Pro forma Earnings Per Share, page 14
1.We note your disclosure in response to prior comment 3.  As you appear to be including
the offering shares in your pro forma per share calculations, please revise to label such
information as "pro forma, as adjusted."  Also, consider including a reconciliation of the
numerator for such calculations given the numerous adjustments involved.

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Jason Conroy
Iris Energy Pty Ltd
October 20, 2021
Page 2
Summary of Consolidated Statement of Financial Position, page 15
2.Please revise the footnote numbers to this table to be consistent with those used at the top
of the respective columns.
Non-IFRS Measures, page 16
3.Please revise to provide the comparable IFRS measure of net loss margin with equal or
greater prominence to your non-IFRS measures of EBITDA margin and adjusted EBITDA
margin.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the non-
GAAP C&DIs.
Capitalization, page 69
4.We note your revisions and response to prior comment 8.  Please further revise to present
the B Class shares and number of shares authorized, issued and outstanding on a pro
forma and pro forma as adjusted basis for a complete presentation of your equity structure
going forward.  Further, your disclosures on page 70 indicate that upon the exercise of the
2021 Executive Director Liquidity and Price Target Options, Ordinary shares will be
issued; however, your response seems to indicate B Class shares will be issued.  Please
explain this apparent inconsistency and revise your disclosures as necessary.
Liquidity and Capital Resources, page 79
5.We note your revised disclosure in response to comment 10.  As previously requested,
please further revise to disclose how long you will be able to continue to fund your
operations using current available cash resources. We refer you to FRC 501.03(a) and
Section IV of SEC Release 33-8350.
Notes to Consolidated Financial Statements
Note 34. Events After Reporting Period, page F-40
6.We note your disclosure regarding the 146,444 options granted to one employee on July
28, 2021. Please revise to disclose all 447,699 options awarded, consistent with the
information provided in response to prior comment 19.

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Jason Conroy
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October 20, 2021
Page 3
7.We note your response to prior comment 20.  Please further explain the basis for the
underlying ordinary share value used to value the award granted on July 28, 2021.  In this
regard, your analysis appears to suggest that the fair value of the ordinary shares used to
value the July grant is consistent with a “pre-money valuation cap” of US$300 million,
while the convertible note issuance undertaken 13 days after such grant was based on a
“pre-money valuation cap” of US$1,500 million.  Given the convertible note issuance
occurred shortly after the July grant date, tell us how you considered the August valuation
in determining the value of the July award.  In addition, once you have determined an
offering price range, please explain to us the reason for any difference between your
recent valuations, including the fair value used in the September 2021 grants, and the
midpoint of your offering price range.
General
8.Revise to provide the appropriate dilution disclosures related to this offering.  Refer to
Item 4.a of Form F-1 and Item E.9 of Form 20-F.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro

United States securities and exchange commission logo
September 23, 2021
Jason Conroy
Chief Executive Officer
Iris Energy Pty Ltd
Level 21, 60 Margaret Street
Sydney, NSW 2000 Australia
Re:Iris Energy Pty Ltd
Draft Registration Statement on Form F-1
Submitted August 26, 2021
CIK No. 0001878848
Dear Mr. Conroy:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please tell us why you include references to the designated market maker here and on
page 102 when it appears that you intend to list on the Nasdaq.  Also, tell us why you refer
to multiple financial advisors when it appears that B. Riley Securities, Inc. is the only
financial advisor for this offering.

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 September 23, 2021 Page 2
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Jason Conroy
Iris Energy Pty Ltd
September 23, 2021
Page 2
Prospectus Summary
Our Company, page 1
2.Please disclose the company's revenues and net loss for the periods presented.
Summary Historical Financial Information, page 8
3.Please revise to include pro forma earnings per share information that reflects the
conversion of the convertible notes into ordinary shares upon the IPO, along with the
related impact to interest expense.  Also, to the extent the IPO will satisfy the share price
thresholds for any tranche in the incentive arrangement with Daniel and William Roberts
such that compensation expense will be recorded and ordinary shares issued upon
effectiveness of the offering, revise to include adjustments to the numerator and
denominator of your pro forma per share calculations for the additional shares and related
share-based compensation expense.  Further, include comparable pro forma statements of
financial position information.
Risk Factors
Any critical failure of key electrical or data equipment..., page 12
4.Please provide examples of the types of equipment that represent single points of failure
and that have long lead times from the time an order is placed until installation and
commissioning.
We may be unable to raise additional capital..., page 14
5.We note your disclosure of your binding commitment to purchase mining hardware.
Please disclose the material terms of such agreement(s), including the term, termination
provisions and any minimum purchase requirements.
Our reliance on third-party mining pool service providers..., page 26
6.We note your disclosure of your reliance on third-party mining pool service providers.
Please disclose the material terms of any service agreement with such providers, including
the term and termination provisions.
The registration and listing of our Ordinary shares..., page 40
7.Please replace the first two sentences of this risk factor with the sentence: "Prior to the
opening of trading on the Nasdaq Stock Market LLC, there will be no book building
process and no price at which underwriters initially sell shares to the public..." in order to
properly focus the risk on the underwriting activities that will not be present.

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 September 23, 2021 Page 3
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Jason Conroy
Iris Energy Pty Ltd
September 23, 2021
Page 3
Capitalization, page 58
8.Please revise to include pro forma information here in columnar format reflecting the
impact of the conversion of the convertible debt upon the IPO, the impact of the incentive
arrangement with Daniel and William Robert, if any, as well as the two classes of shares
to be outstanding following the offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Our Results of Operations for the Half Year ended December 31, 2020 and
December 31, 2019, page 61
9.You state on page 63 that the increase in mining revenue was primarily attributable to
higher Bitcoin prices and the greater number of Bitcoin produced and sold in the half year
ended December 31, 2020.  Please revise to quantify the number of Bitcoin produced and
sold for each period as well as the amount of the increase in revenue attributable to the
higher Bitcoin prices.  Refer to Section III.D of SEC Release No. 33-6835.
Liquidity and Capital Resources, page 65
10.Please revise to state whether, as of the most recent balance sheet date, your existing cash
will be sufficient to meet capital expenditure needs for the next 12 months.  To the extent
it will not, disclose how long you will be able to continue to fund your operations using
current available cash resources. We refer you to FRC 501.03(a) and Section IV of SEC
Release 33-8350.
Management
Remuneration, page 81
11.Please file the Employee Share Plan, Employee Option Plan and the employment
agreements with your executive officers as exhibits to your registration statement or
advise.  Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 87
12.Please disclose the material terms of the related party loans described on page F-30.  Also,
identify the entity affiliated with Mr. Gozowski that purchased your ordinary shares in a
private placement.  Refer to Item 7.B of Form 20-F.

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Jason Conroy
Iris Energy Pty Ltd
September 23, 2021
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Principal and Registered Stockholders, page 88
13.Please disclose the portion of each class of securities held in the United States and the
number of record holders in the United States.  Refer to Item 7.A.2 of Form 20-F.
Description of Share Capital and Constitution
Key Provisions in Our Constitution, page 89
14.Please describe the circumstances under which holders of your ordinary shares will be
entitled to vote separately as a single class.
Plan of Distribution, page 112
15.Please disclose which specific Nasdaq rule provision requires Nasdaq to consult with B.
Riley Securities, Inc. when conducting its price validation checks and clarify the type of
guidance Nasdaq may seek from B. Riley Securities, Inc. when conducting its price
validation checks on the day of listing.
Notes to the consolidated financial statements
Note 2. Significant accounting policies
Revenue Recognition, page F-10
16.You disclose that in certain pools the amount of reward for computing power depends on
the pool’s success in mining blocks.  Please revise to clarify whether revenue earned from
these pools consists of block rewards and transaction fees and how the amount of revenue
earned is determined.  Further, you disclose that in other pools, the group is not directly
exposed to the pool’s success in mining blocks.  For these other pools, revise to explain
how revenue is generated, how it is determined and how that differs from pools in which
rewards are based on the pool’s success.
Notes to the unaudited interim consolidated financial statements
Note 14. Events after the reporting period, page F-45
17.Please disclose the date when the financial statements were authorized for issue and who
gave that authorization.  Refer to IAS 10.17.
18.You disclose an incentive arrangement with Daniel Roberts and William Roberts under
which the number of options will convert into ordinary shares upon achieving certain
share price thresholds.  Please revise to include the estimated share-based compensation
expense to be recorded upon completion of the IPO if the various thresholds are met.
Refer to IAS 10.21(b).
19.Please provide us with a breakdown of all share-based compensation awards granted since
January 1, 2021.  Provide the fair value of the underlying shares used to value each award.
To the extent there was any significant fluctuations in the fair values, describe for us the
factors that contributed to such fluctuations, including any intervening events within the

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September 23, 2021
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company or changes in your valuation assumptions or methodology. Please continue to
update this analysis through effectiveness of the registration statement. Also, disclose any
share-based issuances subsequent to the most recent balance sheet date and the expected
financial statement impact in your subsequent event footnote, if material.
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro