IREN Limited (NASDAQ: IREN) filed a Form 8-K on August 4, 2026, disclosing the closing of its acquisition of Mirantis, Inc. and the filing of a prospectus supplement covering the resale of up to 11,981,668 ordinary shares by certain selling shareholders.

Key Highlights

  • Acquisition closed: The merger with Mirantis, Inc. closed on August 3, 2026, according to the filing.
  • Merger agreement date: The Agreement and Plan of Merger was dated May 4, 2026, among IREN Limited, Kube Merger Sub Inc., and Mirantis, Inc.
  • Resale shares registered: A prospectus supplement was filed covering the resale of up to 11,981,668 ordinary shares, with no par value, by certain selling shareholders.
  • Registration rights: The shares were registered to satisfy registration rights the company granted pursuant to the merger agreement.
  • Underlying registration statement: The prospectus supplement was filed under Registration Statement No. 333-284369, originally filed on Form F-3 on January 21, 2025.
  • Signed by: The filing was signed by William Roberts, Co-Chief Executive Officer and Director of IREN Limited.

IREN Completes Mirantis Merger and Registers Selling Shareholder Shares

According to the Form 8-K filed on August 4, 2026, IREN Limited announced the closing of its previously announced acquisition of Mirantis, Inc. The company disclosed that the transaction, structured as a merger involving Kube Merger Sub Inc. as an intermediary entity, closed on August 3, 2026, one day before the filing date. The merger agreement had been entered into on May 4, 2026.

The filing further disclosed that on August 4, 2026, IREN filed a prospectus supplement with the SEC to its existing registration statement, covering the resale from time to time by certain selling shareholders of up to an aggregate of 11,981,668 ordinary shares of the company, with no par value. The company stated that this registration was made to satisfy registration rights it granted in connection with the Agreement and Plan of Merger. The underlying registration statement was originally filed as Form F-3 (Reg. No. 333-284369) on January 21, 2025, and later amended by a post-effective amendment on Form S-3 on August 25, 2025.

The press release announcing the closing was furnished under Item 7.01 as Exhibit 99.1. The filing noted that the Item 7.01 information "shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934." A legal opinion from Allens, described as Australian counsel to IREN Limited, regarding the validity of the shares was filed as Exhibit 5.1 and incorporated by reference into the registration statement.

What Was Disclosed

IREN Limited disclosed the August 3, 2026 closing of its merger with Mirantis, Inc. and the concurrent filing of a prospectus supplement registering up to 11,981,668 ordinary shares for resale by selling shareholders, fulfilling registration rights tied to the merger agreement.