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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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| Item 7.01 |
Regulation FD Disclosure.
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| Item 8.01 |
Other Events.
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| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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Exhibit Number
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Opinion of Allens, Australian counsel of IREN Limited.
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Consent of Allens, Australian counsel of IREN Limited (included in Exhibit 5.1).
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Press release, dated August 4, 2026, announcing closing of the Acquisition.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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IREN LIMITED
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By:
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/s/ William Roberts
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William Roberts
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Co-Chief Executive Officer and Director
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| Date: August 4, 2026 |
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Allens
33 Alfred Street
Sydney NSW 2000 Australia
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GPO Box 50
Sydney NSW 2001 Australia
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T +61 2 9230 4000
F +61 2 9230 5333
allens.com.au
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ABN 47 702 595 758
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| (a) |
a registration statement on Form F-3 (File No. 333-284369) initially filed on January 21, 2025 and Post-Effective Amendment No. 1 on Form S-3 thereto filed with the Commission on August 28,
2025 (as so amended, the Registration Statement) under the Securities Act 1993 (U.S.), as amended from time to time (Securities Act), including the prospectus contained therein (Base
Prospectus), registering certain securities, including:
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| (i) |
ordinary shares of the Company, with no par value;
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| (ii) |
debt securities of the Company;
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| (iii) |
warrants of the Company;
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| (iv) |
purchase contracts;
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| (v) |
units; and
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| (vi) |
subscription rights; and
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| (b) |
a prospectus supplement relating to the registration of securities (to be issued from time to time by the Company), filed with the Commission and dated the date hereof (the Prospectus Supplement) relating to the resale of up to 11,981,668 of the Company’s ordinary shares, with no par value (the Shares) by certain shareholders named therein.
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| 1 |
Definitions
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| (a) |
ASIC means the Australian Securities and Investments Commission.
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| (b) |
Constitution means the Amended and Restated Constitution of the Company adopted on 20
November 2025 (19 November 2025 ET) and in force as at the date of this Opinion.
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| (c) |
Corporations Act means the Corporations Act 2001 (Cth).
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| (d) |
Document means a document listed in paragraphs 2(a) to 2(f) below.
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| (e) |
Governing Jurisdiction means the State of Delaware, United States of America.
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| (f) |
Laws of a Relevant Jurisdiction means the common law, principles of equity and laws
constituted by legislation that is available to the public generally, in force in the Relevant Jurisdictions.
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| (g) |
Merger Agreement means the agreement and plan of merger dated May 4, 2026 by and among the
Company, Kube Merger Sub Inc., and Mirantis, Inc.
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| (h) |
Relevant Jurisdiction means New South Wales or the federal jurisdiction of the Commonwealth of
Australia.
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| 2 |
Documents
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| (a) |
the Constitution;
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| (b) |
the Merger Agreement;
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| (c) |
the Registration Statement;
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| (d) |
Base Prospectus;
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| (e) |
Prospectus Supplement; and
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| (f) |
a certificate of the secretary of the Company, with the attachments referred to therein, including certified copies of circulating resolutions passed by the board of directors of the Company.
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| 3 |
Scope
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| 4 |
Searches
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| (a) |
An extract of the public records of the Company produced by ASIC on 4 August 2026 at 8:47am Sydney, Australia time.
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| (b) |
A search of the insolvency notices website maintained by ASIC in respect of the Company on 4 August 2026 at 8:52am Sydney, Australia time.
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| 5 |
Opinion
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| (a) |
The Shares have been authorised and if and once:
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| (i) |
duly registered on the books of the transfer agent and registrar therefor in the name of Cede & Co.; and
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| (ii) |
fully paid and issued in accordance with the terms of the Constitution,
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| (iii) |
are validly issued, issued as fully paid-up shares and are non-assessable.
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| 6 |
Benefit
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| IREN Limited |
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| (a) |
All dates, signatures, seals and duty markings are authentic.
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| (b) |
If we have reviewed a copy of a document, it is a correct and complete copy of the original.
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| (c) |
If we have reviewed only a draft of a document, it has been or will be executed in the form of that draft.
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| (d) |
All statements made in the Documents as to factual matters are correct.
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| (e) |
None of the Documents have been amended, released or terminated.
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| (f) |
Each person who executed any Document on behalf of the Company held the position they purported to hold.
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| (g) |
The Merger Agreement:
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| (i) |
has been validly authorised and entered into by each party to it, and is binding on each such party under all applicable laws; and
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| (ii) |
is binding on the Company under all applicable laws.
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| (h) |
All acts, conditions or things required to be fulfilled, performed or effected in connection with the Merger Agreement under the laws of any jurisdiction (other than the Relevant Jurisdictions
but only to the extent opined herein) have been duly fulfilled, performed and effected.
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| (i) |
If the Merger Agreement is to be performed in a jurisdiction other than a Relevant Jurisdiction, its performance will not be illegal under the laws of that jurisdiction.
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| (j) |
The Merger Agreement constitutes or will on execution constitute binding obligations of the Company under the laws of the Governing Jurisdiction enforceable in competent courts of that
jurisdiction.
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| (k) |
All parties to the Merger Agreement will comply with their obligations under the Merger Agreement.
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| (l) |
There are no provisions of the laws of any jurisdiction other than Australia that would adversely affect the opinions expressed in this Opinion.
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| (m) |
Once taken, board resolutions passed by the Company, including powers granted therein, shall not be amended or rescinded and shall remain in full force and effect.
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| (n) |
The Shares have been issued in accordance with the Merger Agreement, Constitution and board resolutions to be passed by the Company.
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| (o) |
The transfer agent and registrar maintains the share register of members for the Company.
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