IRIS ENERGY LIMITED

Level 12, 44 Market Street

Sydney, NSW 2000 Australia

March 1, 2024

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.

 

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