As filed with the Securities and Exchange Commission
on June 25, 2025
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IREN LIMITED
(Exact name of registrant as specified in its charter)
| Australia |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Level 6, 55 Market Street
Sydney, NSW 2000 Australia
(Address of Principal Executive Offices)
IREN Limited 2023 Long-Term Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(Name and address of agent of service)
(800) 221-0102
(Telephone number, including area code, of agent
for service)
Copy to:
|
Byron B. Rooney
Marcel R. Fausten
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 |
|
Cesilia Kim
IREN Limited
Level 6, 55 Market Street
Sydney, NSW 2000 Australia
+61 2 7906 8301 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☒ |
| Non-accelerated filer ☐ |
Emerging growth company ☒ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
REGISTRATION OF
ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8,
IREN Limited (the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”)
to register 18,000,000 additional common shares, no par value, under the Company’s 2023 Long-Term Incentive Plan. This Registration
Statement hereby incorporates by reference the contents of the Company’s Registration Statement on Form S-8 filed with the Commission
on June 30, 2023 (File No. 333-273071), June
27, 2024 (File No. 333-280518) and May
22, 2025 (File No. 333-287529). In
accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of
the Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed (other
than portions of those documents furnished or otherwise not deemed filed) by the Company with the Commission are incorporated into this
Registration Statement by reference, as of their respective dates:
(1) The Company’s annual report on Form
20-F for the year ended June 30, 2024, filed with the Commission on August 28, 2024 (File No. 001-41072),
as amended pursuant to Amendment No. 1 on Form 20-F/A to the annual report on Form 20-F for the year ended June 30, 2024, filed by the
Company on March 20, 2025 (File No. 001-41072),
which contains the Company’s audited financial statements for the latest fiscal year for which such statements have been filed;
(2) The Company's Report on Form 6-K furnished
to the Commission on September 16, 2024 (but excluding Exhibit 99.1 thereto) (File No. 001-41072),
the Company's Report on Form 6-K furnished to the Commission on September 23, 2024 (but excluding Exhibit 99.1 thereto) (File No. 001-41072),
the Company's Report on Form 6-K furnished to the Commission on November 26, 2024 (but excluding Exhibits 99.1 and 99.2 thereto) (File
No. 001-41072), the Company's
Report on Form 6-K furnished to the Commission on November 29, 2024 (File No. 001-41072),
the Company's Report on Form 6-K furnished to the Commission on December 4, 2024 (File No.
001-41072), the Company's Report on Form 6-K furnished to the Commission on December 6, 2024 (but only with respect to the second
Report on Form 6-K furnished on such date) (File No. 001-41072),
the Company's Report on Form 6-K furnished to the Commission on January 21, 2025 (but excluding Exhibit 99.1 thereto) (File No. 001-41072),
the Company's Report on Form 6-K furnished to the Commission on February 12, 2025 (but excluding Exhibits 99.1 and 99.2 thereto) (File
No. 001-41072), the Company's
Report on Form 6-K furnished to the Commission on March 17, 2025 (but excluding Exhibit 99.1 thereto) (File No. 001-41072),
the Company's first Report on Form 6-K/A furnished to the Commission on March 20, 2025 (File No. 001-41072),
the Company's second Report on Form 6-K/A furnished to the Commission on March 20, 2025 (File No. 001-41072),
the Company's Report on Form 6-K furnished to the Commission on March 20, 2025 (File No. 001-41072)
(but excluding Exhibit 99.1 thereto), the Company's Report on Form 6-K furnished to the Commission on May 14, 2025 (File No. 001-41072)
(but excluding Exhibits 99.1 and 99.2 thereto), the Company's first Report on Form 6-K furnished to the Commission on June 11, 2025 (File
No. 001-41072), the Company's second
Report on Form 6-K furnished to the Commission on June 11, 2025 (File No. 001-41072)
and the Company's Report on Form 6-K furnished to the Commission on June 13, 2025 (File No. 001-41072);
and
(3) The description of the Company's share capital
contained in the Company's Registration Statement on Form 8-A dated November 16, 2021 (File No. 001-41072),
including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which indicates that all securities then remaining unsold shall
be deregistered, including any reports of foreign private issuers on Form 6-K submitted during such period (or portion thereof) that is
identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Company is not incorporating
by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed”
with the Commission.
For purposes of this Registration Statement and
the related prospectus, any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to
be modified or superseded to the extent that a statement contained herein or in a subsequently filed document which also is or is deemed
to be incorporated herein by reference modifies or replaces such statement. Any statement so modified shall not be deemed in its unmodified
form to constitute part of this Registration Statement or the related prospectus.
Item 8. Exhibits.
The following documents are filed as exhibits
to this Registration Statement:
Exhibit
Number |
Exhibit Index |
| 4.1 |
The Amended and Restated Constitution of the Registrant, as currently in effect (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 6-K, filed with the Securities and Exchange Commission on November 29, 2024 (File No. 001-41072)). |
| 5.1* |
Opinion of Clifford Chance LLP. |
| 23.1* |
Consent of Armanino LLP, independent registered public accounting firm. |
| 23.2* |
Consent of Raymond Chabot Grant Thornton LLP, independent registered public accounting firm. |
| 23.3* |
Consent of Clifford Chance LLP (included in Exhibit 5.1). |
| 24.1* |
Power of Attorney (included on the signature page hereto). |
| 107.1* |
Filing Fee Table. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sydney,
Australia, on June 25, 2025.
| |
IREN LIMITED |
| |
|
| |
|
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By: |
/s/ Daniel Roberts |
| |
|
Name: |
Daniel Roberts |
| |
|
Title: |
Co-Chief Executive Officer |
| |
By: |
/s/ William Roberts |
| |
|
Name: |
William Roberts |
| |
|
Title: |
Co-Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that
each person whose signature appears below hereby severally constitutes and appoints each of Registrant's co-principal executive officers
and principal financial officer (currently Daniel Roberts, William Roberts and Belinda Nucifora, respectively) as such person's true and
lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto such attorneys-infact and agents, each acting alone, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person's
substitute or substitutes, lawfully may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/ Daniel Roberts |
Co-Chief Executive Officer and Director |
June 25, 2025 |
| Daniel Roberts |
(Principal Executive Officer) |
|
| |
|
|
| /s/ William Roberts |
Co-Chief Executive Officer and Director |
June 25, 2025 |
| William Roberts |
(Principal Executive Officer) |
|
| |
|
|
| /s/ Belinda Nucifora |
Chief Financial Officer |
June 25, 2025 |
| Belinda Nucifora |
(Principal Accounting Officer) |
|
| |
|
|
| /s/ David Bartholomew |
Director |
June 25, 2025 |
| David Bartholomew |
|
|
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|
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| /s/ Christopher Guzowski |
Director |
June 25, 2025 |
| Christopher Guzowski |
|
|
| |
|
|
| /s/ Michael Alfred |
Director |
June 25, 2025 |
| Michael Alfred |
|
|
| |
|
|
| /s/ Sunita Parasuraman |
Director |
June 25, 2025 |
| Sunita Parasuraman |
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of IREN Limited has signed this Registration
Statement on June 25, 2025.
| |
Cogency Global Inc.
Authorized U.S. Representative |
| |
|
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|
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By: |
/s/ Colleen A. De Vries |
| |
|
Name: |
Colleen A. De Vries |
| |
|
Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
