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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.
Jason Conroy
FirstName
Iris EnergyLastNameJason Conroy
Pty Ltd
Comapany 2,
November NameIris
2021 Energy Pty Ltd
November
Page 2 2, 2021 Page 2
FirstName LastName
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