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