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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.
Jason Conroy
FirstName
Iris EnergyLastNameJason Conroy
Pty Ltd
Comapany
October 20,NameIris
2021 Energy Pty Ltd
October
Page 2 20, 2021 Page 2
FirstName LastName
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.
Jason Conroy
FirstName
Iris EnergyLastNameJason Conroy
Pty Ltd
Comapany
October 20,NameIris
2021 Energy Pty Ltd
October
Page 3 20, 2021 Page 3
FirstName LastName
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