IREN 20-F DEF-14A Report June 30, 2024 | Alphaminr

IREN 20-F Report ended June 30, 2024

IRIS ENERGY LTD
Name: IREN Ltd CIK: 1878848 Filing Type: 20-F/A Report Date: 2024-06-30 Download URL: https://www.sec.gov/Archives/edgar/data/1878848/000187884825000020/iren-20240630.htm
TABLE OF CONTENTS
Part I: Gender IdentityPart Ii: Demographic BackgroundItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16J. Insider Trading PoliciesItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsNote 1. General InformationNote 2. Material Accounting PoliciesNote 2. Material Accounting Policies (continued)Note 3. Critical Accounting Judgements, Estimates and AssumptionsNote 3. Critical Accounting Judgements, Estimates and Assumptions (continued)Note 4. Operating SegmentsNote 4. Operating Segments (continued)Note 5. Other IncomeNote 5. Other Income (continued)Note 6. DepreciationNote 7. Other Operating ExpensesNote 8. Finance ExpenseNote 9. Income Tax ExpenseNote 9. Income Tax Expense (continued)Note 10. Cash and Cash EquivalentsNote 11. Other ReceivablesNote 12. Computer Hardware PrepaymentsNote 13. Prepayments and Other AssetsNote 14. Property, Plant and EquipmentNote 14. Property, Plant and Equipment (continued)Note 15. Right-of-use AssetsNote 16. Goodwill and ImpairmentNote 17. Lease LiabilitiesNote 18. ProvisionsNote 18. Provisions (continued)Note 19. Trade and Other PayablesNote 20. Deferred RevenueNote 20. Deferred Revenue (continued)Note 21. Issued CapitalNote 21. Issued Capital (continued)Note 22. DividendsNote 23. Earnings Per ShareNote 24. Financial InstrumentsNote 24. Financial Instruments (continued)Note 25. Fair Value MeasurementNote 26. CommitmentsNote 26. Commitments (continued)Note 27. Interests in SubsidiariesNote 28. Reconciliation Of Loss After Income Tax To Net Cash From/(used In) Operating ActivitiesNote 29. Non-cash Investing and Financing ActivitiesNote 30. Contingent LiabilitiesNote 31. Share-based PaymentsNote 31. Share-based Payments (continued)Note 32. Related Party TransactionsNote 33. Key Management Personnel DisclosuresNote 33. Key Management Personnel Disclosures (continued)Note 34. Events After The Reporting Period

Exhibits

2.1** Description of Securities registered under Section 12 of the Exchange Act. 3.1* Constitution of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Companys Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021). 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 3.3 to the Companys Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021). 8.1** List of subsidiaries of the Registrant. 10.1*+ 2021 Non-Executive Director Option Plan, and forms of award agreements thereunder (incorporated herein by reference to Exhibit 10.1 to the Companys Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021). 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 Companys Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021). 10.2* At Market Issuance Sales Agreement, dated as of September 13, 2023, between Iris Energy Limited and B. Riley Securities, Inc., Cantor Fitzgerald Co. and Compass Point Research Trading, LLC (incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form F-3 (File No. 333-274500) filed with the SEC on September 13, 2023). 10.3* Joinder Agreement to At Market Issuance Sales Agreement, dated as of March 21, 2024, between Iris Energy Limited and Canaccord Genuity LLC (incorporated by reference to Exhibit 1.3 to the Companys Registration Statement on Form F-3 (File No. 333-279427) filed with the SEC on May 15, 2024). 10.4* Joinder Agreement to At Market Issuance Sales Agreement, dated as of March 21, 2024, between Iris Energy Limited and Citigroup Global Markets Inc. (incorporated herein by reference to Exhibit 1.4 to the Companys Registration Statement on Form F-3 (File No. 333-279427) filed with the SEC on May 15, 2024). 10.5* Joinder Agreement to At Market Issuance Sales Agreement, dated as of March 21, 2024, between Iris Energy Limited and Macquarie Capital (USA) Inc. (incorporated herein by reference to Exhibit 1.5 to the Companys Registration Statement on Form F-3 (File No. 333-279427) filed with the SEC on May 15, 2024). 10.6**= Future Sales and Purchase Agreement (Antminer T21), dated as of January 10, 2024, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc. 10.7**= Supplemental Agreement to: Future Sales and Purchase Agreement (Antminer T21), dated as of May 9, 2024, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc, 10.8**= Future Sales and Purchase Agreement, dated as of May 9, 2024, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc. 10.9**= Future Sales and Purchase Agreement, dated August 16, 2024, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc. 11.1** Insider Trading Compliance Policy. 12.1** Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer. 12.2** Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer. 12.3** Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer. 13.1** Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Co-Chief Executive Officer. 13.2** Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Co-Chief Executive Officer. 13.3** Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer. 15.1** Consent of Armanino LLP. 15.2** Consent of Raymond Chabot Grant Thornton LLP. 97.1** Restatement Clawback Policy.