SEC Form SC 13D filed by Iris Energy Limited

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Iris Energy Limited
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

Q4982L109
(CUSIP Number)

Everest Hill Group Inc.
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG1110

With copies to:

Travis L. Gering
Wuersch & Gering LLP
100 Wall Street, 10^th Floor
New York, New York 10005
(212) 509-5050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

* The remainder of this cover page shall be filled out for a Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer

This Schedule 13D relates to the shares of Ordinary Shares ("Ordinary Shares") of Iris Energy Limited (the "Issuer"). The address of the principal executive offices of the Issuer is Level 12, 44 Market Street, Sydney, SAW 2000 Australia.

Item 2. Identity and Background

Item 2(a)-(c).

This Schedule D is being jointly filed by each of the following persons (being herein collectively referred to as the "Reporting Persons") pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"):

(i) Everest Hill Group Inc. ("Everest Hill")

(ii) Clifton Bay Offshore Investments L.P. ("Clifton Bay Investments")

(iii) Clifton Bay Management Ltd. ("Clifton Bay Management")

(iv) AE Capital Limited ("AE Capital")

(v) Vicali Services (BVI) Inc. ("Vicali")

(vi) Q Management Services (PTC) Ltd. ("Q Management")

(vii) Susan V. Demers ("Demers")

(viii) Andrea J. Douglas ("Douglas")

(ix) Wayne Quasha ("Wayne Quasha")

The Reporting Persons are filing this Statement because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Persons disclaims beneficial ownership of the shares of Ordinary Shares beneficially owned by any other Reporting Persons or any other person.

The Ordinary Shares include shares held directly by AE Capital and Clifton Bay Investments. AE Capital holds 2,718,597 shares of Ordinary Shares directly but indirectly holds 2,918,597, which includes Clifton Bay Investments shares of Ordinary Shares. Clifton Bay Investments holds 200,000 shares of Ordinary Shares. Everest Hill, AE Capital and Clifton Bay Investments are Affiliates as defined in Securities Act of 1933, as amended. Therefore, Everest Hill is also deemed to hold 2,918,567 shares of Ordinary Shares.  The general partner of Clifton Bay Investments is Clifton Bay Management, which is indirectly owned by the Trustee of the Everest Trust ("Everest Trust"), a trust settled by Mr. Wayne Quasha. Q Management, as Trustee of Everest Trust, owns all of the shares of Everest Hill and AE Capital. Vicali, is the sole director of Everest Hill, AE Capital and Q Management, and Demers, a United States citizen, and Douglas, a citizen of New Zealand, are the directors of Vicali and each of them has voting power over Vicali and thus power over investment and voting determinations made by Everest Hill, AE Capital and Clifton Bay Management. Mr. Wayne Quasha ultimately beneficially owns all of the shares of Everest Hill and AE Capital, and as such, is in a position, indirectly, to determine the investment and voting decisions made by Everest Hill, AE Capital and Clifton Bay Management.

The principal business address and principal business or occupation of each Reporting Persons is as follows:

Item 2(d)-(e). During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Persons have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration

The information set forth in Item 4 and Item 5(c) below is incorporated by reference in its entirety into this Item 3. AE Capital beneficially acquired the shares set forth in Item 5(c) through several purchases and through the Issuer's initial public offering on November 16, 2021.  The legal acquisition of such shares was effectuated through AE Capital and Clifton Bay Investments.

Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Ordinary Shares of the Issuer for general investment purposes.  The Reporting Persons will continuously evaluate their ownership of Ordinary Shares and the Issuer's business and industry.  Depending on the market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, the Reporting Persons may from time to time acquire additional shares of Ordinary Shares that such Reporting Persons now owns or may hereafter acquire.

Without limitation, the foregoing (and consistent with its investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to its investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time.  Such actions, in addition to that discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.

Item 5. Interest in Securities of the Issuer

Item 5(a)-(b). The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of class was calculated based on 54,982,916 shares of Ordinary Shares outstanding as of June 30, 2022, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on September 13, 2022.

Everest Hill is deemed to have the power to vote or to direct the vote of, and to dispose or direct the disposition on, the Ordinary Shares of the Issuer beneficially owned by AE Capital and Clifton Bay Investments.  Because of their relationship to Everest Hill and AE Capital as identified in Item 2 above, each of Wayne Quasha, Vicali, Demers and Douglas share voting and dispositive power with regard to Ordinary Shares owned by AE Capital and Clifton Bay Investments.  Each of Vicali, Demers and Douglas disclaim any beneficial ownership interest in Ordinary Shares of the Issuer owned by AE Capital and Clifton Bay Investments, indirectly owned through Everest Hill.

Item 5(c). The transactions set forth on Schedule A, incorporated herein by reference to Exhibit 99.1 hereto, were effectuated by the reporting persons during the sixty days preceding the date of filing of this Schedule 13D between December 3, 2021 and November 7, 2022.

Item 5(d). Not applicable.

Item 5(e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or vestment power over securities of the Issuer.

Item 7. Material to be Filed as Exhibits

[Signature Page Follows]

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2022

EVEREST HILL GROUP INC.

By: Vicali Services (BVI) Inc., Its Director

CLIFTON BAY OFFSHORE INVESTMENTS L.P.

By: Clifton Bay Management Ltd., its general partner

By: Vicali Services (BVI) Inc., Its Director

CLIFTON BAY MANAGEMENT LTD.

By: Vicali Services (BVI) Inc., Its Director

AE CAPITAL LIMITED

By: Vicali Services (BVI) Inc., Its Director

Q MANAGEMENT SERVICES (PTC) LTD.

By: Vicali Services (BVI) Inc., Its Director

VICALI SERVICES (BVI) INC.

By: /s/ Susan V. Demers                                      

 Name: Susan V. Demers

 Title:  Director

By: /s/ Andrea J. Douglas                                      

 Name: Andrea J. Douglas

 Title:  Director

/s/ Susan V. Demers                                      

Susan V. Demers, individually

/s/ Andrea J. Douglas                                      

Andrea J. Douglas, individually

/s/ Wayne Quasha                                          

Wayne Quasha, individually