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 |
