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 other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
400 W. Morse Boulevard, Suite 220
Winter Park, FL 32789
(Address of principal executive offices, including 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 | The New York Stock Exchange | ||
| Shares of Class A common stock, par value $0.0001 per share | IRRX | The New York Stock Exchange | ||
| Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share | 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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 16, 2023, Integrated Rail and Resources Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Convertible Note”) to Trident Point 2, LLC, a Delaware limited liability company (“Trident Point 2”) pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $600,000 from Trident Point 2 in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination (as defined below). All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) August 15, 2023 (the “Maturity Date”) and (ii) the date on which the Company consummates an initial business combination (the “Business Combination”).
Pursuant to the terms of the Convertible Note, Trident Point 2 will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note, up to $600,000 in the aggregate, into warrants to purchase the Company’s shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of each of the Convertible Note and private placement warrants was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit | Description | |
| 10.1 | Convertible Promissory Note, dated as of January 16, 2023. | |
| 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 | ||||||
| Date: January 20, 2023 | By: | /s/ Mark A. Michel | ||||
| Name: | Mark A. Michel | |||||
| Title: | Chief Executive Officer | |||||