SEC Division of Corporation Finance no-action letter: IREN Limited

Ning Chiu
+1 212 450 4908 ning.chiu@davispolk.com
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 davispolk.com
September 23, 2026
Office of International Corporate Finance
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20540
Ladies and Gentlemen:
On behalf of IREN Limited, a company incorporated in Australia (the “Company”), we respectfully request confirmation that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) will not recommend enforcement action to the Commission if the Company does not file a preliminary proxy statement pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for shareholder meetings at which the only matters to be acted upon are (i) matters already excluded from preliminary filing under the express provisions of Rule 14a-6 and (ii) resolutions seeking shareholder approval for the Company to repurchase its ordinary shares in the next 12 months, given that resolutions to repurchase ordinary shares are generally routine matters that we believe are not required to be approved by shareholders of a domestic issuer incorporated in the United States (or a “U.S. domestic issuer”). As discussed below, the requested relief would be consistent with the purpose of Rule 14a-6 and with prior no-action and interpretive positions addressing foreign-incorporated issuers that are nevertheless subject to Regulation 14A. In our view, requiring a preliminary filing solely because Australian corporate law requires a company to seek shareholder approval for share repurchases would impose an unnecessary administrative burden on the Company without advancing the investor-protection objectives that underlie the preliminary proxy filing requirement. The Company and its Australian counsel have advised us as to the factual matters set forth in this letter. To the extent this letter summarizes provisions of Australian law, we have relied on Allens, Australian legal counsel to the Company. Please refer to the letter from Allens attached as Annex A. Background The Company is incorporated in Australia and actions taken in respect of its share capital are governed by the Corporations Act 2001 (Cth) (“Corporations Act”). On November 19, 2021, the Company closed its initial public offering in the United States. As of December 31, 2024, the Company no longer met the definition of a “foreign private issuer” under Exchange Act Rule 3b-4(c), and accordingly, as of July 1, 2025 (the first day of its fiscal year 2026), it has been subject to the periodic reporting requirements of the Exchange Act applicable to a U.S. domestic registrant, including the proxy rules contained in Regulation 14A. We are informed by Australian counsel for the Company that under section 259A of the Corporations Act, a company incorporated in Australia may only acquire its own shares in reliance on a limited number of exceptions, which include a share buy-back or a court order. The Australian law provisions cited below are set forth in Annex B. In this case, the Company is relying on the share buy-back exception referred to in section 259A(a) of the Corporations Act to effect the buy-back of ordinary shares
related to certain derivative transactions the Company previously entered into in connection with the issuance of convertible notes. Under Australian law, this is known as a “selective buy-back” because the shares to be repurchased are from specific shareholders, rather than all shareholders, and the buy-back undertaken is pursuant to section