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United States securities and exchange commission logo





                             July 1, 2021

       James Manning
       Chief Executive Officer
       Mawson Infrastructure Group Inc.
       Level 5, 97 Pacific Highway
       North Sydney NSW 2060
       Australia

                                                        Re: Mawson
Infrastructure Group Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 9, 2021
                                                            File No. 333-256947

       Dear Mr. Manning:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-1

       Our Business, page 27

   1.                                                   Please revise to
clarify whether the company or its subsidiary, Cosmos Asset
                                                        Management, intends to
acquire digital assets other Bitcoin, such as through participation
                                                        in Initial Coin
Offerings, exchanging Bitcoin for other crypto assets, or mining crypto
                                                        assets other than
Bitcoin. As part of your discussion, please disclose whether you have a
                                                        policy or framework for
evaluating the digital assets in your portfolio, or those that you
                                                        may acquire, in terms
of whether they may be considered a security.
 James Manning
FirstName   LastNameJames Manning
Mawson Infrastructure Group Inc.
Comapany
July 1, 2021NameMawson Infrastructure Group Inc.
July 1,2 2021 Page 2
Page
FirstName LastName
2.       We note your disclosure that you "own and have ordered 18,332
specialised, application-
         specific computers..." Please revise to clarify how many miners are
currently operational
         and how many are yet to be delivered. Include a discussion of the
material terms of the
         agreement for the acquisition of any remaining miners, when you expect
them to be
         delivered and identify the supplier. In addition, please file the
agreement as an exhibit or
         tell us why it is not required.
3.       We note that you intend to research and utilize field-programmable
gate array's (   FPGA   )
         and graphics processing unit (   GPU   ) as a complement your
business. Please revise to
         provide a more detailed discussion on how you intend to use FGPA's and
GPU's, and
         additional context regarding how they are used in digital asset
mining.
4.       Please revise your disclosure to address whether you have a policy
regarding when you
         will sell Bitcoin for fiat currency to fund operations or growth and
through what
         exchange. Discuss whether your Bitcoin will be held in digital
wallets, exchanges
         or hardware wallet, and the security precautions you will take to keep
the mined Bitcoin
         secure.
Asset Management, page 31

5.       To the extent material, please revise to quantify the amount of
revenue generated by your
         Cosmos Asset Management subsidiary. In addition, provide a discussion
of the material
         terms of your agreement with Independent Reserve Pty Limited and file
the agreement as
         an exhibit, or tell us why it is not required.
Signatures, page II-6

6.       Please revise to have your principal accounting officer or controller
sign the registration
         statement and indicate by parenthetical indication who is signing in
that capacity. Refer to
         Instruction 1 to Signatures on Form S-1.
General

7.       Please provide your analysis showing how you determined that there was
a completed
         private placement for the 48,983,145 shares of Common Stock issuable
in connection with
         the Bid Implementation Agreement prior to the registration of the
sales for resale. In your
         analysis, please consider the Commission   s guidance set forth in
Questions 134.01 and
         139.06 of the Securities Act Sections Compliance and Disclosure
Interpretations.
8.       Given the nature of the offering and size of the transaction relative
to the number of
         outstanding shares held by non-affiliates as disclosed in the
prospectus, it appears that the
         transaction may be an indirect primary offering. Please provide us
with an analysis of your
         basis for determining that it is appropriate to characterize the
transaction as a secondary
         offering under Securities Act Rule 415(a)(1)(i). For guidance, please
see Question 612.09
         of the Securities Act Rules Compliance and Disclosure Interpretations.
 James Manning
FirstName   LastNameJames Manning
Mawson Infrastructure Group Inc.
Comapany
July 1, 2021NameMawson Infrastructure Group Inc.
July 1,3 2021 Page 3
Page
FirstName LastName
9.       Because of the potential status of particular digital assets as
securities, please add risk
         factor disclosure addressing the effect that holding digital assets
that may be securities
         will have on the Company's investment company status and what steps
the company will
         take to monitor investment company status. In addition, please provide
us a
         detailed analysis regarding the specific exemption from registration
under the Investment
         Company Act of 1940 that you or your subsidiary may rely on.
        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 Matthew Derby, Staff Attorney, at (202) 551-3334 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Greg Carney
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