IREN Ltd F-1/A, filed Nov 25, 2022

Corporate law issue

Delaware law

Australian law

and a majority of the outstanding shares entitled to vote thereon.

shareholders (for example, a business combination through a scrip-for-scrip merger) or a related party (generally, a director or its associates).

Limitations on Director’s Liability and Indemnification of Directors and Officers

A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases, or redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws.

A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in defense of an action, suit, or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.

Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:
• a liability owed to the company or a related body corporate of the company;
• a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA or 1317HB of the Corporations Act;
• a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or
• legal costs incurred in defending an action for a liability incurred as an officer or director of the company if the costs are incurred:
○ in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified
as set out above;
○ in defending or resisting criminal proceedings in which the officer or director is found guilty;
○ in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs

IREN Ltd (IREN)

F-1/A 2022-11-25

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Added on October 16, 2026

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Australia			6799			Not applicable
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

			Page
About This Prospectus			ii
Market and Industry Data			iii
Trademarks			iii
Glossary of Industry Terms and Concepts			iv
Prospectus Summary			1
The Offering			10
Risk Factors			11
Forward-Looking Statements			16
Use of Proceeds			19
Determination of Offering Price			20
Dividend Policy			21
Service of Process and Enforceability of Civil Liabilities			22
Selling Holder			23
Description of Share Capital and Constitution			25
The Committed Equity Financing			36
Taxation			45
Plan of Distribution (Conflict of Interest)			54
Expenses Related to the Offering			56
Legal Matters			57
Experts			57
Where You Can Find Additional Information			57
Information Incorporated by Reference			58

Corporate law issue	Delaware law	Australian law
Special Meetings of Shareholders	Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.	The Corporations Act requires the directors to call a general meeting on the request of shareholders with at least 5% of the vote that may be cast at the general meeting. Shareholders with at least 5% of the votes that may be cast at the general meeting may also call and arrange to hold a general meeting. The shareholders calling the meeting must pay the expenses of calling and holding the meeting.

Interested Director Transactions	Interested director transactions are permissible and may not be legally voided if: • either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital shares entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or • the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.	A director or that director’s alternate who has a material personal interest in a matter that is being considered at a directors’ meeting must not be present while the matter is being considered at the meeting or vote in respect of that matter unless permitted to do so by the Corporations Act, in which case such director may: • be counted in determining whether or not a quorum is present at any meeting of directors considering that contract or arrangement or proposed contract or arrangement; • sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and • vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement Unless a relevant exception applies, the Corporations Act requires our directors to provide disclosure of any material personal interest, and prohibits directors from voting on

Corporate law issue	Delaware law	Australian law
		matters in which they have a material personal interest and from being present at the meeting while the matter is being considered, unless directors who do not have a material personal interest in the relevant matter have passed a resolution that identifies the director, the nature and extent of the director’s interest in the matter and its relation to our affairs and states that those directors are satisfied that the interest should not disqualify the director from voting or being present. In addition, the Corporations Act may require shareholder approval of any provision of related party benefits to our directors, unless a relevant exception applies.

Cumulative Voting	The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.	No cumulative voting concept for director elections. Voting rights can vary by share class, depending on the terms attaching to the shares under the constitution of the company. Ordinary shares carry one vote (by poll) per share and B Class shares carry 15 votes (by poll) per Ordinary share held by the holder.

Approval of Corporate Matters by Written Consent	Unless otherwise specified in a corporation’s certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without a meeting, notice, or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.	Australian public companies cannot pass resolutions by circulating written resolutions.

Business Combinations	With certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a Delaware corporation must be approved by the board of directors	No requirement for shareholder approval under Australian law, unless the transaction involves a transfer or issue or new shares or other securities to existing

Assumed Trading Price of Ordinary Shares	Number of Shares Sold Under the Facility⁽¹⁾	Commitment Shares⁽²⁾	Total Ordinary Shares Issued to Holder	Percentage of Outstanding Ordinary Shares After Giving Effect to Issuances to Holder⁽³⁾	Purchase Price for Ordinary Shares Sold Under the Facility⁽⁴⁾
$1.68⁽⁵⁾	59,523,809	198,174	59,721,983	52.1%	$97.0 million
$5.00	20,000,000	198,174	20,198,174	26.9%	$97.0 million
$6.00	16,666,666	198,174	16,864,840	23.5%	$97.0 million
$7.00	14,285,714	198,174	14,483,888	20.9%	$97.0 million
$8.00	12,500,000	198,174	12,698,174	18.8%	$97.0 million

SEC Registration Fee			$9,250
FINRA Filing Fee			15,500
Legal Fees and Expenses			500,000
Accounting Fees and Expenses			32,500
Printing Expenses			25,000
Miscellaneous			7,750
Total			$590,000

Exhibit No.			Description of Exhibit
3.1*			Constitution of the Registrant, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 20-F filed with the SEC on September 13, 2022).
3.2*			Certificate of Registration on Change of Name and Conversion to a Public Company dated October 7, 2021 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 20-F filed with the SEC on September 13, 2022).
5.1*			Opinion of Clifford Chance LLP, counsel to the Registrant, as to the validity of the Ordinary shares registered.
10.1*			2021 Non-Executive Director Option Plan, and forms of award agreements thereunder (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 20-F filed with the SEC on September 13, 2022).
10.2*			Form of Indemnification Agreement entered into by and between Iris Energy Limited and each director and executive officer (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 20-F filed with the SEC on September 13, 2022).
10.3*+#			Ordinary Shares Purchase Agreement, dated as of September 23, 2022, by and between Iris Energy Ltd. and B. Riley Principal Capital II, LLC (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 6-K furnished to the SEC on September 23, 2022).
10.4*+			Registration Rights Agreement, dated as of September 23, 2022, by and between Iris Energy Ltd. and B. Riley Principal Capital II, LLC (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 6-K furnished to the SEC on September 23, 2022).
21.1*			List of subsidiaries of the Registrant (incorporated herein by reference to Exhibit 8.1 to the Registrant’s Annual Report on Form 20-F filed with the SEC on September 13, 2022).
23.1*			Consent of Clifford Chance LLP (included in Exhibit 5.1).
23.2			Consent of Armanino LLP.
24.1*			Power of attorney (included in signature page to initial filing of this registration statement).
107*			Filing Fee Table

			Iris Energy Limited

			By:			/s/ Daniel Roberts
			Name:			Daniel Roberts
			Title:			Co-Chief Executive Officer and Director

			By:			/s/ William Roberts
			Name:			William Roberts
			Title:			Co-Chief Executive Officer and Director

Signature	Title	Date

/s/ Daniel Roberts	Co-Chief Executive Officer and Director	November 25, 2022
Daniel Roberts	Co-Chief Executive Officer and Director	November 25, 2022

/s/ William Roberts	Co-Chief Executive Officer and Director	November 25, 2022
William Roberts	Co-Chief Executive Officer and Director	November 25, 2022

*	Chief Financial Officer	November 25, 2022
Belinda Nucifora	Chief Financial Officer	November 25, 2022

*	Chair	November 25, 2022
David Bartholomew	Chair	November 25, 2022

*	Director	November 25, 2022
Christopher Guzowski	Director	November 25, 2022

*	Director	November 25, 2022
Michael Alfred	Director	November 25, 2022