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 incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
6100 Southwest Boulevard, Suite 320
Fort Worth, TX 76109
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (817) 737-5885
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
| | The New York Stock Exchange
|
Class A common stock, par value $0.0001
| | IRRX
| | The New York Stock Exchange
|
Warrants
| | IRRXW
| | The New York Stock Exchange
|
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. ☐
On November 14, 2022, Integrated Rail and Resources Acquisition Corp. (the “Company”) announced today that it has extended the date by which it is required to complete a business combination for an additional period of three (3) months from November 15, 2022 to February 15, 2023, and that the amount of $2,300,000 has been deposited into the Company’s trust account (the “Trust Account”) in connection with the extension pursuant to the terms of the Investment Management Trust Agreement, dated as of November 11, 2021, between American Stock Transfer & Trust Company, LLC (the “Trustee”) and the Company. The purpose of the extension is to extend the time for the Company to consummate its initial business combination. The Company’s governing documents permit a total of two three-month extensions.
On November 14, 2022, the Company issued a press release announcing 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 |
| | Press Release dated November 14, 2022 |
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: November 14, 2022 | By: | /s/ Mark A. Michel |
| Name: | Mark A. Michel |
| Title: | President and Chief Operating Officer |