Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant NONE false 0001854795 NONE NONE 0001854795 2024-08-12 2024-08-12 0001854795 us-gaap:CommonClassAMember 2024-08-12 2024-08-12 0001854795 irrxu:SharesOfClassACommonStockParValue00001PerShareMember 2024-08-12 2024-08-12 0001854795 us-gaap:WarrantMember 2024-08-12 2024-08-12

 

 

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 incorporation)
  (Commission
File No.)
 

(IRS Employer

Identification No.)

400 W. Morse Boulevard, Suite 220

Winter Park, FL 32789

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (321) 972-1583

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant   IRRXU   N/A
Class A common stock, par value $0.0001   IRRX   N/A
Warrants   IRRXW   N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 8.01

Other Events.

On August 12, 2024 Integrated Rail and Resources Acquisition Corp. (the “Company”) announced that it extended the date by which it is required to complete a business combination for an additional period of one (1) month from August 15, 2024 to September 15, 2024 in connection with the extension pursuant to the terms of the Investment Management Trust Agreement, dated as of November 11, 2021 (as amended on February 8, 2023), between American Stock Transfer & Trust Company, LLC and the Company. The purpose of the extension is to extend the time for the Company to consummate its initial business combination.

On August 12, 2024, the Company issued a press release announcing (i) the Company’s execution of an Agreement and Plan of Merger, dated as of August 12, 2024, by and among, the Company, Tar Sands Holdings II, LLC and the other parties thereto, and (ii) the Company’s intention with respect to the extension. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:

 

Exhibit No.

  

Exhibit Title or Description

99.1    Press Release dated August 12, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Dated: August 12, 2024     By:  

/s/ Mark A. Michel

    Name:   Mark A. Michel
    Title:   Chief Executive Officer