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| LEI | 549300G3080C4RIDLA64 |
| CIK | 1854795 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Integrated Rail and Resources Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41048 INTEGRATED RAIL A |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 14, 2025 |
45827R205 (Units) (Class A Common Stock) 45827R114 (Warrants) SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inco |
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| July 15, 2025 |
Exhibit 3.1 SEVENTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. July 15, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Acqu |
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| July 14, 2025 |
SIXTH AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.1 THE OFFER AND SALE OF THIS SIXTH AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| July 14, 2025 |
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 14, 2025 Exhibit 2.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 14, 2025 This FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of July 14, 2025, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., |
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| July 14, 2025 |
SIXTH AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.1 THE OFFER AND SALE OF THIS SIXTH AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Inco |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Inco |
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| July 14, 2025 |
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 14, 2025 Exhibit 2.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 14, 2025 This FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of July 14, 2025, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inco |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inco |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inco |
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| May 22, 2025 |
Exhibit 99.1 August 24, 2021 Stric P t r ly iv P a r t i e vat n e d a C n o d n C fi o d n e f n i t d i e a n l tial INVESTOR PRESENTATION S PRING 2025 Disclaimer Private and Confidential 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making thei |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of incor |
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| May 22, 2025 |
Exhibit 99.1 August 24, 2021 Stric P t r ly iv P a r t i e vat n e d a C n o d n C fi o d n e f n i t d i e a n l tial INVESTOR PRESENTATION S PRING 2025 Disclaimer Private and Confidential 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making thei |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of incor |
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| May 20, 2025 |
Amended & Restated Promissory Note, dated as of January 10, 2025 Exhibit 10.2 THE OFFER AND SALE OF THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACT |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41048 INTEGRATED RAIL |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of incor |
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| May 19, 2025 |
Exhibit 3.1 SIXTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. May 13, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Acquisi |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of incor |
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| May 19, 2025 |
Promissory Note, dated as of May 15, 2025 Exhibit 10.1 THE OFFER AND SALE OF THIS FIFTH AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| May 19, 2025 |
Exhibit 3.1 SIXTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. May 13, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Acquisi |
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| May 19, 2025 |
Promissory Note, dated as of May 15, 2025 Exhibit 10.1 THE OFFER AND SALE OF THIS FIFTH AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| May 15, 2025 |
Third Amendment to Agreement and Plan of Merger, dated as of May 14, 2025 EX-2.1 2 ea024242801ex2-1integrated.htm THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 14, 2025 Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 13, 2025, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTR |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Incor |
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| May 15, 2025 |
Third Amendment to Agreement and Plan of Merger, dated as of May 14, 2025 Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 13, 2025, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., a Delaware corporation (“Lowe |
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| May 15, 2025 |
45827R205 (Units) (Class A Common Stock) 45827R114 (Warrants) SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Incor |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025 (May 7, 2025) INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdic |
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| May 9, 2025 |
Offtake Agreement, dated May 7, 2025 Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS both not material and is the type that the registrant treats as private or confidential. The terms contained in this DRAFT AGREEMENT are for preliminary commercial discussion purposes only, TERMS ARE SUBJECT TO stusco APPROVAL. This Crude Oil and Crude Oil Products Supply, Offtake and Processing Agreement |
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| May 9, 2025 |
Exhibit 99.1 Integrated Rail & Resources Executes a 7-Year Supply and Offtake Agreement with Shell for Crude Oil Processing Facility WINTER PARK, FL. and SALT LAKE CITY, UT, May 09, 2025 — Integrated Rail & Resources Acquisition Corp. (OTC: IRRX) (“IRRX”) and Shell Trading (US) Company (“Shell”) have entered into a 7-year supply and offtake agreement under which STUSCO will supply crude oil feedst |
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| May 9, 2025 |
Exhibit 99.1 Integrated Rail & Resources Executes a 7-Year Supply and Offtake Agreement with Shell for Crude Oil Processing Facility WINTER PARK, FL. and SALT LAKE CITY, UT, May 09, 2025 — Integrated Rail & Resources Acquisition Corp. (OTC: IRRX) (“IRRX”) and Shell Trading (US) Company (“Shell”) have entered into a 7-year supply and offtake agreement under which STUSCO will supply crude oil feedst |
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| May 9, 2025 |
Offtake Agreement, dated May 7, 2025 Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS both not material and is the type that the registrant treats as private or confidential. The terms contained in this DRAFT AGREEMENT are for preliminary commercial discussion purposes only, TERMS ARE SUBJECT TO stusco APPROVAL. This Crude Oil and Crude Oil Products Supply, Offtake and Processing Agreement |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025 (May 7, 2025) INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdic |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 1, 2025 |
Waiver to Agreement and Plan of Merger, dated as of April 30, 2025 Exhibit 2.1 WAIVER TO AGREEMENT AND PLAN OF MERGER This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”) is made and entered into as of April 30, 2025, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., a Delaware corporation (“Lower Holdings”), UINTA |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Inc |
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| May 1, 2025 |
Waiver to Agreement and Plan of Merger, dated as of April 30, 2025 Exhibit 2.1 WAIVER TO AGREEMENT AND PLAN OF MERGER This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”) is made and entered into as of April 30, 2025, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., a Delaware corporation (“Lower Holdings”), UINTA |
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| May 1, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Inc |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 24, 2025 |
Amendment to Administrative Support Agreement, dated as of March 21,2025 Exhibit 10.1 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 400 W. Morse Boulevard, Suite 220 Winter Park, FL 32789 March 21, 2025 DHIP Natural Resources Investments, LLC 400 W. Morse Boulevard Suite 220 Winter Park, FL 32789 Re: Waiver of Payments Under Administrative Support Agreement Ladies and Gentlemen: This letter agreement between Integrated Rail and Resources Acquisition Corp., a Delaware |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41048 Integrated Rail and Resources |
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| March 24, 2025 |
Exhibit 97 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Integrated Rail and Resources Acquisition Corp. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a res |
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| March 24, 2025 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K, Integrated Rail and Resources Acquisition Corp. (the “Company,” “SPAC,” “we,” “us,” or “our”) has three classes of securities registered under Section 12 of the Securities Exchange |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of Inc |
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| February 12, 2025 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Integrated Rail and Resources Acquisition Corp. |
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| January 14, 2025 |
Amended & Restated Promissory Note, dated as of January 10, 2025 Exhibit 10.2 THE OFFER AND SALE OF THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACT |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41048 INTEGRATED R |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| January 2, 2025 |
Second Amendment to Agreement and Plan of Merger, dated as of December 31, 2024 Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 31, 2024, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., a Delaware corporation |
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| January 2, 2025 |
Second Amendment to Agreement and Plan of Merger, dated as of December 31, 2024 Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 31, 2024, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INFRASTRUCTURE GROUP CORP., a Delaware corporation (“Holdings”), UINTA LOWER HOLDINGS, INC., a Delaware corporation |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| November 27, 2024 |
SC 13G/A 1 ef20039339sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827R106 (CUSIP Number) November 21, 2024 (Date of Event which Requires Fili |
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| November 19, 2024 |
Exhibit 3.2 FIFTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. November 15, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Ac |
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| November 19, 2024 |
Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. November 13, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources A |
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| November 19, 2024 |
Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. November 13, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources A |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| November 19, 2024 |
Exhibit 3.2 FIFTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. November 15, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Ac |
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| November 14, 2024 |
45827R205 (Units) (Class A Common Stock) 45827R114 (Warrants) SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2024 |
SC 13G/A 1 firtree-irrx093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTEGRATED RAIL & RESOURCES ACQUISITION CORP (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires F |
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| November 13, 2024 |
SC 13G 1 irrx111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Integrated Rail and Resources Acquisition Corp, (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 45827R106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing |
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| November 13, 2024 |
IRRX / Integrated Rail and Resources Acquisition Corp. / Walleye Capital LLC Passive Investment SC 13G 1 walleye-irrx093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filin |
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| November 12, 2024 |
Amendment to Sponsor Support Agreement, dated as of November 8, 2024 Exhibit 10.1 AMENDMENT TO SPONSOR SUPPORT AGREEMENT This AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of November 8, 2024, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INTEGRATED INFRASTRUCTURE INC., a Delaware corporation (“Holdings”), and DHIP NATURAL RESOURCES INVESTMENTS, LLC, a Delaware limited li |
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| November 12, 2024 |
Amendment to and Waiver of Agreement and Plan of Merger, dated as of November 8, 2024 Exhibit 2.1 AMENDMENT TO AND WAIVER OF AGREEMENT AND PLAN OF MERGER This AMENDMENT TO AND WAIVER OF AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of November 8, 2024, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INTEGRATED INFRASTRUCTURE INC., a Delaware corporation (“Holdings”), UINTA INTEGRATED INFRASTRUCTURE H |
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| November 12, 2024 |
Amendment to and Waiver of Agreement and Plan of Merger, dated as of November 8, 2024 Exhibit 2.1 AMENDMENT TO AND WAIVER OF AGREEMENT AND PLAN OF MERGER This AMENDMENT TO AND WAIVER OF AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of November 8, 2024, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INTEGRATED INFRASTRUCTURE INC., a Delaware corporation (“Holdings”), UINTA INTEGRATED INFRASTRUCTURE H |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of I |
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| November 12, 2024 |
Exhibit 99.1 Integrated Rail and Resources Acquisition Corp. Announces Postponement of Special Meeting of Stockholders WINTER PARK, Fla. , Nov. 11, 2024 (GLOBE NEWSWIRE) - Integrated Rail and Resources Acquisition Corp. (OTC: IRRX) (“IRRX”), today announced that in furtherance of its business objectives and publicly announced proposed business combination, the Company has determined to postpone it |
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| November 12, 2024 |
Amendment to Sponsor Support Agreement, dated as of November 8, 2024 Exhibit 10.1 AMENDMENT TO SPONSOR SUPPORT AGREEMENT This AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of November 8, 2024, by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (“SPAC”), UINTA INTEGRATED INFRASTRUCTURE INC., a Delaware corporation (“Holdings”), and DHIP NATURAL RESOURCES INVESTMENTS, LLC, a Delaware limited li |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of I |
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| November 12, 2024 |
Exhibit 99.1 Integrated Rail and Resources Acquisition Corp. Announces Postponement of Special Meeting of Stockholders WINTER PARK, Fla. , Nov. 11, 2024 (GLOBE NEWSWIRE) - Integrated Rail and Resources Acquisition Corp. (OTC: IRRX) (“IRRX”), today announced that in furtherance of its business objectives and publicly announced proposed business combination, the Company has determined to postpone it |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of I |
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| November 4, 2024 |
Exhibit 16.1 November 4, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Integrated Rail and Resources Acquisition Corp. under Item 4.01 of Integrated Rail and Resources Acquisition Corp’s Form 8-K dated November 1, 2024. We agree with the statements concerning our Firm in such 8-K; we are not in a position to agree |
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| October 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41048 INTEGRATED RAIL A |
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| October 24, 2024 |
SC 13G 1 ef20037612sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 45827R106 (CUSIP Number) September 30, 2024 (Date of Event which Requires |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| August 16, 2024 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2024, by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”), Unita Integrated Infrastructure Inc., a Delaware corporation, (“Holdings”) and DHIP Natural Resources Investments, LLC, a Delaware limited liability c |
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| August 16, 2024 |
Exhibit 10.2 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2024, by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”), Tar Sands Holdings II, LLC, a Utah limited liability company (the “Company”), and the undersigned members of the Company who hold Subject Interests (a |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of in |
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| August 16, 2024 |
Agreement and Plan of Merger, dated as of August 12, 2024 EX-2.1 2 d887287dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., UINTA INTEGRATED INFRASTRUCTURE HOLDINGS INC., UINTA INTEGRATED INFRASTRUCTURE INC., RR INTEGRATION MERGER CO, RRG MERGER LLC, AND TAR SANDS HOLDINGS II, LLC Dated as of August 12, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 7 1.01 Definitions 7 1.02 |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of in |
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| August 12, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction o |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of in |
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| August 12, 2024 |
Company Release – August 12, 2024 Exhibit 99.1 Company Release – August 12, 2024 Tar Sands Holdings II, LLC and Integrated Rail and Resources Acquisition Corp. Announce Execution of a Business Combination Agreement and Extension • Global Integrated Energy Company to be Anchor Feedstock Supplier and Products Off Taker • Cando Rail & Terminals to be the Terminal Operator WINTER PARK, Fla. and SALT LAKE CITY, Aug. 12, 2024 (GLOBE NEW |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Integrated Rail & Resources Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827R2 |
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| May 15, 2024 |
45827R205 (Units) (Class A Common Stock) 45827R114 (Warrants) SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41048 I |
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| April 17, 2024 |
EXHIBIT 97 Integrated Rail and Resources Acquisition Corp. Clawback Policy This Clawback Policy (this “Policy”) applies in the event of any restatement of the financial statements of Integrated Rail and Resources Acquisition Corp. (the “Company”) due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. This Policy is designed to comply with Se |
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| April 8, 2024 |
SC 13G/A 1 irrx.htm 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail & Resources Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 45827R106 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Re |
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| March 26, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock, Units, each consisting of one Class A Common Stock and one-half of one redeemable warrant, and Redeemable warrants, each warrant exercisable for one Class A Common Stock at an exercise price of $11. |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 (March 11, 2024) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other ju |
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| March 7, 2024 |
SC 13G/A 1 schedule13gairrx3724.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) February 29, 2024 (Date of Event which Requir |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 45827R106 (CUSIP Number) February 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 14, 2024 |
SC 13G/A 1 tm245263d3sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o |
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| February 14, 2024 |
EX-99.3 4 tm245263d3ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the |
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| February 14, 2024 |
SC 13G 1 firtree-irrx123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INTEGRATED RAIL & RESOURCES ACQUISITION CORP (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of |
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| February 14, 2024 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. February 12, 2024 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Ac |
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| February 14, 2024 |
EX-99.1 2 tm245263d3ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2024 |
EX-99.2 3 tm245263d3ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2024 (February 8, 2024) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or oth |
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| February 14, 2024 |
Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| February 8, 2024 |
SC 13G 1 ef20020127sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2023 (Date of Event which Requires |
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| February 2, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| February 2, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail & Resources Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 45827R106 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2024 (January 23, 2024) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or othe |
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| January 23, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| January 10, 2024 |
SC 13G/A 1 irra122410sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R205 (CUSIP Number) December 31, 2023 (Date of Event Wh |
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| November 21, 2023 |
EX-3.1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING D |
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| November 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 14, 2023 |
45827R205 (Units) (Class A Common Stock) 45827R114 (Warrants) SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| September 14, 2023 |
EX-10.1 Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| August 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41048 |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45827R106 (CUSIP Number) August 16, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of in |
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| August 16, 2023 |
Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| August 14, 2023 |
NT 10-Q SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 11, 2023 |
Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. August 8, 2023 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources Acqu |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2023 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inc |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 (July 24, 2023) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other juri |
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| July 24, 2023 |
Exhibit 99.1 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Winter Park, Florida, July 24, 2023 — Integrated Rail and Resources Acquisition Corp. (NYSE: IRRX) (the “Company”) today announced several actions being undertaken in anticipation of the previously announced annual meeting of stockholders of the Company to be |
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| July 17, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| July 11, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 30, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4104 |
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| May 22, 2023 |
Amended and Restated Promissory Note, executed May 19, 2023 and dated as of January 12, 2023. EX-10.4 Exhibit 10.4 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| May 15, 2023 |
45827R106 (Class A Common Stock) NT 10-Q SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inc |
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| April 14, 2023 |
Integrated Rail and Resources Acquisition Corp. Announces Extension EX-99.1 Exhibit 99.1 Integrated Rail and Resources Acquisition Corp. Announces Extension April 12, 2023 09:00 AM Eastern Daylight Time WINTER PARK, Fla.—(BUSINESS WIRE)—Pursuant to the Investment Management Trust Agreement between Integrated Rail and Resources Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company, LLC, dated as of November 11, 2021, as amended on February 8, 20 |
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| April 14, 2023 |
EX-10.1 Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| March 31, 2023 |
EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 30, 2023, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Ronald Copley (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capa |
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| March 31, 2023 |
EX-10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 30, 2023, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Jason Reeves (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capac |
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| March 31, 2023 |
EX-10.13 Exhibit 10.13 March 30, 2023 Integrated Rail and Resources Acquisition Corp. 400 W Morse Blvd, Suite 220 Winter Park, Florida 32789 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41048 Integrated Rail and Resources |
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| March 31, 2023 |
EX-10.14 Exhibit 10.14 March 30, 2023 Integrated Rail and Resources Acquisition Corp. 400 W Morse Blvd, Suite 220 Winter Park, Florida 32789 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45827R106 (CUSIP Number) February 10, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2023 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45827R205 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of th |
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| February 14, 2023 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2023 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0. |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the following box |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R205 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the |
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| February 10, 2023 |
Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. February 9, 2023 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Integrated Rail and Resources |
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| February 10, 2023 |
Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of February 8, 2023, is made by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”) |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of i |
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| January 31, 2023 |
SC 13G/A 1 p23-0375sc13ga.htm INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2022 |
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| January 20, 2023 |
Convertible Promissory Note, dated as of January 16, 2023. Exhibit 10.1 THE OFFER AND SALE OF THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FO |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2023 (January 16, 2023) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or othe |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 14, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| November 14, 2022 |
Exhibit 99.1 PRESS RELEASE Company Release ? 14 November, 2022 ? 5:00 PM ET Integrated Rail and Resources Acquisition Corp. Confirms Contribution to Trust Account to Extend Time Period to Complete a Business Combination New York, NY, November 14, 2022?Integrated Rail and Resources Acquisition Corp. (NYSE: IRRXU; IRRX; IRRXW) (the ?Company?), a special purpose acquisition company, announced today t |
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| November 10, 2022 |
Integrated Rail and Resources Acquisition Corp. Announces Extension Exhibit 99.1 PRESS RELEASE Company Release ? 10 November, 2022 ? 5:00 PM ET Integrated Rail and Resources Acquisition Corp. Announces Extension FORT WORTH, Texas. ? (BUSINESS WIRE) ? Integrated Rail and Resources Acquisition Corp. (the ?Company?) announced, in accordance with Section 2(d) of its Investment Management Trust Agreement with American Stock Transfer & Trust Company (the ?Trust Agreemen |
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| November 10, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? ? ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| October 25, 2022 |
CORRESP 1 filename1.htm Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 VIA EDGAR October 25, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Ronald Alper and Maryse Mills-Apenteng Re: Integrated Rail and Resources Acquisition Cor |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? ? ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? Definitive |
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| August 24, 2022 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A (including any and all amendments thereto) with respect to the Common Stock, $0. |
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| August 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (?Class A Common Stock?) (Title of Class of Securities) 45827R 106 (CUSIP Number) August 22, 2022 (Date of Event Which Requires Filing of |
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| August 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- 4104 |
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| August 15, 2022 |
SEC FILE NUMBER 001-41048 CUSIP NUMBER 45827R205 (Units) 45827R106 (Class A Common Stock) 45827R114 (Warrants) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- 410 |
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| March 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41048 Integrated Ra |
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| March 11, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (“Class A Common Stock”) (Title of Class of Securities) 45827R 106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statem |
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| March 11, 2022 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0. |
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| March 7, 2022 |
Exhibit 10.3 March 7, 2022 Dear DHIP Natural Resources Investments, LLC: This letter agreement (this ?Agreement?) sets forth the terms of an agreement between DHIP Natural Resources Investments, LLC (the ?Company?) and the undersigned (the ?Provider?). The Company is the sponsor of Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?SPAC?) formed for the purpose of acquir |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of inco |
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| March 7, 2022 |
Indemnification Agreement, dated March 4, 2022, by and between the Company and Troy O. Welch Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 4, 2022, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?Company?), and Troy O. Welch (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle |
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| March 7, 2022 |
Exhibit 10.1 March 4, 2022 Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Integrated Rail and Resources Acquisition Corp., |
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| February 22, 2022 |
Exhibit 99.1 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. FINANCIAL STATEMENT November 16, 2021 Table of Contents INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENT 2 BALANCE SHEET AS OF NOVEMBER 16, 2021 2 NOTES TO FINANCIAL STATEMENT 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Boar |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 (November 16, 2021) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86- |
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| February 14, 2022 |
SC 13G/A 1 tm225641d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Integrated Rail & Resources Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par v |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R205 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the a |
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| February 9, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R205 (CUSIP Number) December 31, 2021 (Date of Event which Requires F |
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| February 9, 2022 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827R106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate |
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| December 30, 2021 |
Exhibit 99.1 Integrated Rail and Resources Acquisition Corp. Announces the Separate Trading of its shares of Class A Common Stock and Warrants, Commencing January 3, 2022 Fort Worth, TX, December 30, 2021 ? Integrated Rail and Resources Acquisition Corp. (the ?Company?) (NYSE: IRRXU) announced today that, commencing January 3, 2022, holders of the units sold in the Company?s initial public offerin |
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| December 30, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2021 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41048 86-2581754 (State or other jurisdiction of |
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| December 22, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE CURI TIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
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| December 3, 2021 |
Exhibit 10.1 November 30, 2021 Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Integrated Rail and Resources Acquisition Co |
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| December 3, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 30, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?Company?), and Henry N. Didier, Jr. (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capa |
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| December 3, 2021 |
8-K 1 d254503d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2021 (November 30, 2021) Integrated Rail and Resources Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001- |
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| December 3, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 45827R205 (CUSIP Number) November 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| November 26, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. SC 13G 1 p21-2580sc13g.htm INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45827R205** (CUSIP Number) November 16, 2021 (Da |
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| November 26, 2021 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| November 26, 2021 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0. |
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| November 26, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| November 26, 2021 |
D. E. SHAW & CO, L.P. - SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Integrated Rail and Resources Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 45827R2051 (CUSIP Number) November 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the |
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| November 22, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 (November 16, 2021) Integrated Rail and Resources Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41048 86-2581754 (State or ot |
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| November 22, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. FINANCIAL STATEMENT November 16, 2021 Table of Contents INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENT 2 BALANCE SHEET AS OF NOVEMBER 16, 2021 2 NOTES TO FINANCIAL STATEMENT 3 June 30, 2021 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockho |
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| November 17, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INTEGRATED RAIL & RESOURCES ACQUISITION CORP. (Name of Issuer) Units (Title of Class of Securities) 45827R205 (CUSIP Number) November 12, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 16, 2021 |
EX-10.11 15 d250674dex1011.htm EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Rollin Bredenberg (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations a |
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| November 16, 2021 |
An Indemnity Agreement, dated November 11, 2021, by and between the Company and Robert Bach. EX-10.14 18 d250674dex1014.htm EX-10.14 Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Robert Bach (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dire |
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| November 16, 2021 |
EX-10.9 13 d250674dex109.htm EX-10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Timothy Fisher (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as direc |
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| November 16, 2021 |
EX-10.6 10 d250674dex106.htm EX-10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Richard Bertel (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as direc |
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| November 16, 2021 |
Exhibit 10.5 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 6100 Southwest Boulevard, Suite 320 Fort Worth, TX 76109 November 11, 2021 DHIP Natural Resources Investments, LLC 400 W. Morse Boulevard Suite 220 Winter Park, FL 32789 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Integrated Rail and Resources Acquisition Corp. (the ?Company?) DHIP Natu |
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| November 16, 2021 |
An Indemnity Agreement, dated November 11, 2021, by and between the Company and Michael Haeg. EX-10.16 20 d250674dex1016.htm EX-10.16 Exhibit 10.16 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Michael Haeg (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dir |
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| November 16, 2021 |
Company Release – November 16, 2021 Exhibit 99.2 Company Release – November 16, 2021 Integrated Rail and Resources Acquisition Corp. Announces Closing of $230 Million Initial Public Offering New York, NY, Nov. 16, 2021 (BUSINESS WIRE) – Integrated Rail and Resources Acquisition Corp. (the “Company”), a newly incorporated blank check company, today announced the closing of its initial public offering of 23,000,000 units (which includ |
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| November 16, 2021 |
An Indemnity Agreement, dated November 11, 2021, by and between the Company and Mark Hemphill. EX-10.15 19 d250674dex1015.htm EX-10.15 Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Mark Hemphill (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as di |
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| November 16, 2021 |
EX-10.13 17 d250674dex1013.htm EX-10.13 Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Edmund Underwood, Jr. (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporatio |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2021 (November 11, 2021) Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41048 86-2581754 (State or ot |
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| November 16, 2021 |
An Indemnity Agreement, dated November 11, 2021, by and between the Company and Nathan Asplund. EX-10.10 14 d250674dex1010.htm EX-10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Nathan Asplund (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as d |
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| November 16, 2021 |
EX-1.1 2 d250674dex11.htm EX-1.1 Exhibit 1.1 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT November 11, 2021 UNDERWRITING AGREEMENT November 11, 2021 Stifel, Nicolaus & Company, Incorporated as representative of the Underwriters c/o Stifel, Nicol |
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| November 16, 2021 |
An Indemnity Agreement, dated November 11, 2021, by and between the Company and Mark A. Michel. EX-10.7 11 d250674dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Mark Michel (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as director |
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| November 16, 2021 |
EX-10.4 8 d250674dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 11, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”) and DHIP Natural Resources Investments, LLC, |
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| November 16, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of November 11, 2021 by and between Integrated Rail and Resources Acquisition Corp. (the ?Company?) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the ?Trustee?). WHEREAS, the |
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| November 16, 2021 |
EX-4.1 4 d250674dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC. THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 11, 2021, is by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, |
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| November 16, 2021 |
EX-3.1 3 d250674dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. November 11, 2021 Integrated Rail and Resources Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Integrated Rail and Re |
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| November 16, 2021 |
Exhibit 10.1 November 11, 2021 Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Integrated Rail and Resources Acquisition Co |
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| November 16, 2021 |
EX-10.12 16 d250674dex1012.htm EX-10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Brian Feldott (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as di |
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| November 16, 2021 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of November , 2021, is made and entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?Company?), DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the ?Sponsor?; together with any pe |
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| November 16, 2021 |
An Indemnity Agreement, dated November 11, 2021, by and between the Company and Chris A. Bertel. Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 11, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Chris Bertel (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u |
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| November 16, 2021 |
Exhibit 99.1 EMBARGOED RELEASE Company Release ? November 11, 2021 ? 00:00:00 Integrated Rail and Resources Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering New York, NY, Nov. 11, 2021 (BUSINESS WIRE) ? Integrated Rail and Resources Acquisition Corp. (the ?Company?), a newly incorporated blank check company, today announced the pricing of its initial public offering of 2 |
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| November 12, 2021 |
$200,000,000 Integrated Rail and Resources Acquisition Corp. 20,000,000 Units Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-256381 PROSPECTUS $200,000,000 Integrated Rail and Resources Acquisition Corp. 20,000,000 Units Integrated Rail and Resources Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business com |
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| November 12, 2021 |
Radcliffe Capital Management, L.P. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Integrated Rail & Resources Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 45827R20 |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Integrated Rail and Resources Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2581754 (State of Incorporation or Organization) (I.R.S. Employer Identification |
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| November 9, 2021 |
Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 November 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg and Jennifer-Lopez Molina Re: Integrated Rail and Resources Acquisition Corp. Registration Statement on Form S-1, as amended |
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| November 9, 2021 |
* * * [Signature Page Follows] November 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Scott Anderegg and Jennifer Lopez-Molina Re: Integrated Rail and Resources Acquisition Corp. Registration Statement on Form S-1 File No. 333-256381 Dear Mr. Scott Anderegg and Ms. Jennifer Lopez-Molina: Pursuant to Rule 461 of the General Rules and Regula |
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| October 26, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?Company?) and DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the ?Pu |
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| October 26, 2021 |
Exhibit 10.9 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated and made effective as of the Effective Date (as defined below), is by and among (i) Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?SPAC?), (ii) DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the ?Sponsor |
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| October 26, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [*], 2021 by and between Integrated Rail and Resources Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Trustee”). WHEREAS, the Company |
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| October 26, 2021 |
EX-10.4 11 d91862dex104.htm EX-10.4 Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “S |
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| October 26, 2021 |
Specimen Class A Common Stock Certificate** EX-4.2 5 d91862dex42.htm EX-4.2 Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45827R 106 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH SHARE OF COMMON STOCK OF INTEGRATED RAIL AND RESOUR |
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| October 26, 2021 |
Form of Underwriting Agreement** Exhibit 1.1 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT [-], 2021 EXHIBIT 1.1 UNDERWRITING AGREEMENT [-] , 2021 Stifel, Nicolaus & Company, Incorporated 1 South Street, 15th Floor Baltimore, Maryland 21202 As the Underwriter Ladies and Gentleme |
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| October 26, 2021 |
Exhibit 10.1 [ ], 2021 Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Integrated Rail and Resources Acquisition Corp., a D |
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| October 26, 2021 |
Form of Amended and Restated Certificate of Incorporation** Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. October [ ], 2021 Integrated Rail and Resources Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Integrated Rail and Resources Acquisition Corp.?. The o |
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| October 26, 2021 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant** Exhibit 4.4 WARRANT AGREEMENT between INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC. THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, |
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| October 26, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45827R 205 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE HALF WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0 |
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| October 26, 2021 |
Specimen Warrant Certificate** Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 45827R 114 Warrant Certificate This Warrant Certificate certifies that , or registe |
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| October 26, 2021 |
As filed with the Securities and Exchange Commission on October 26, 2021. S-1/A 1 d91862ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 26, 2021. Registration No. 333-256381 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Integrated Rail and Resources Acquisition Corp. (Exact name of registrant as specified in its c |
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| June 10, 2021 |
Specimen Warrant Certificate** EX-4.3 5 d91862dex43.htm EX-4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certif |
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| June 10, 2021 |
Integrated Rail and Resources Acquisition Corp. 6100 Southwest Boulevard, Suite 320 Fort Worth, Texas 76109 VIA EDGAR June 10, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services Attn: Scott Anderegg and Jennifer-Lopez Molina RE: Integrated Rail and Resources Acquisition Corp. Draft Registration Statement on Form S-1 Submitted April 21, 2021 CIK No |
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| June 10, 2021 |
EX-10.9 7 d91862dex109.htm EX-10.9 Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, by and between Integrated Rail and Resources Acquisition Corp., a blank check company incorporated as a Delaware corporation (the “Company”), and DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Purchaser”) |
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| June 10, 2021 |
Form of Underwriting Agreement** EX-1.1 2 d91862dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT [-] , 2021 Stifel, Nicolaus & Company, Incorporated 1 South Street, 15th Floor Baltimore, Maryland 21202 As the Underwriter Ladies and Gentlemen: Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriter named in Schedule A hereto (the “Underwriter” or the |
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| June 10, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE HALF WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per s |
