IREN Ltd美股招股说明书(2025-12-01版)

SUBJECT TO COMPLETION, DATED DECEMBER 1, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus Dated August28, 2025) IREN Limited Ordinary Shares We are offeringordinary shares in a registered direct offering to a limited number of purchasers pursuant tothis prospectus supplement and the accompanying prospectus at a price of $per share, which will be equal to theclosing price per share of our ordinary shares as reported by the Nasdaq Global Select Market (“Nasdaq”) on the date ofthis prospectus supplement. Concurrently with this offering, we are offering $1.0billion aggregate principal amount of% convertiblesenior notes due 2032 (the “2032 notes”) and $1.0billion aggregate principal amount of% convertible seniornotes due2033 (the “2033 notes” and, together with the 2032 notes, the “convertible notes”), plus up to an additional$150million aggregate principal amount of 2032 notes and up to an additional $150million aggregate principal amountof 2033 notes that the initial purchasers of the concurrent offering have the options to purchase from us (the“Concurrent Offering”). The Concurrent Offering is being made pursuant to a confidential offering memorandum (andnot pursuant to this prospectus supplement or the accompanying prospectus) only to persons reasonably believed to bequalified institutional buyers (as defined in Rule144A under the Securities Act of 1933, as amended (the “SecuritiesAct”)) in transactions that are exempt from the registration and prospectus-delivery requirements of the Securities Act.The completion of this offering is not contingent on the completion of the Concurrent Offering, and the completion ofthe Concurrent Offering is not contingent on the completion of this offering. Accordingly, you should not assume thatthe Concurrent Offering will be consummated on the terms described in this prospectus supplement, if at all. Thisprospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of an offerto buy, any of the convertible notes, or the ordinary shares, if any, issuable upon conversion of the convertible notes, weare offering in the Concurrent Offering. We expect to deliver the ordinary shares against payment in New York, New York on or about, 2025,which is thebusiness day after the initial trade date for the ordinary shares offered hereby (this settlementcycle being referred to as “T+”). Under Rule15c6-1 under the Exchange Act, trades in the secondary marketgenerally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly,purchasers who wish to trade shares before the business day before the settlement date must, because the shares initiallywill settle T+, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Thosepurchasers should consult their advisors. In this offering, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P Morgan Securities LLC willact as our placement agents (each in such capacity, a “placement agent” and together, the “placement agents”) withrespect to our ordinary shares offered by this prospectus supplement. The placement agents are not required to purchaseor sell any ordinary shares but will use their reasonable best efforts to solicit offers for the purchases of the ordinaryshares offered hereby. See “Plan of Distribution” beginning on page S-34of this prospectus supplement for moreinformation regarding these arrangements. Our ordinary shares are listed on Nasdaq under the symbol “IREN.” On November 28, 2025, the last reported saleprice of our ordinary shares was $47.81 per share.Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on pageS-7of this prospectus supplement and any risk factors in our Securities and Exchange Commission (the“SEC”) filings that are incorporated by reference in this prospectus supplement.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Placement Agents , 2025. TABLE OF CONTENTS PageProspectus SupplementAbout This Prospectus SupplementS-iiGlossary of Industry Terms and ConceptsS-ivProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-7Cautionary Statement Regarding Forward-Looking StatementsS-16Use of ProceedsS-19Dividend PolicyS-20TaxationS-25Plan of DistributionS-34Legal MattersS-35ExpertsS-35Where You Can Find Additional InformationS-35Information Incorporated by ReferenceS-36 ProspectusAbout This Prospectus1Glossary of Industry Terms and Concepts3Our Company5Risk Factors6Cautionary Statement Regarding Forward-Looking Statements7Use of Proceeds10Dividend Policy11Description of Share Capital and Constitution12Description of Debt Securities23Description of Warrants24Description of Subs