| Item 1. | |
| (a) | Name of issuer:
INTEGRATED RAIL & RESOURCES ACQUISITION CORP |
| (b) | Address of issuer's principal executive
offices:
400 W. MORSE BLVD., SUITE 220, WINTER PARK, FLORIDA, 32789. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G (this "Schedule 13G") is being filed on behalf of NexPoint Merger Arbitrage Fund, a Delaware statutory trust, NexPoint Asset Management, L.P., a Delaware limited partnership and James Dondero, a United States citizen (together, the "Reporting Persons"). On March 14, 2024, the Reporting Persons acquired 294,324 shares of common stock (the "Shares") and 147,162 warrants to purchase Shares of the Issuer. On November 21, 2024, the Reporting Persons exercised their right to redeem 294,324 Shares in connection with a special meeting held by the Issuer. After the redemption, the Reporting Person owns 147,162 warrants to purchase Shares of the Issuer, which are not exercisable within 60 days of December 31, 2024. |
| (b) | Address or principal business office or, if
none, residence:
300 Crescent Court, Suite 700
Dallas, Texas 75201
|
| (c) | Citizenship:
NexPoint Merger Arbitrage Fund is a Delaware Statutory Trust.
NexPoint Asset Management, L.P. is a Delaware limited partnership.
James Dondero is a United States citizen.
|
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
45827R106 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) |  Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
|
| (b) | Percent of class:
NexPoint Merger Arbitrage Fund: 0%
NexPoint Asset Management, L.P.: 0%
James Dondero: 0% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
|
| | (ii) Shared power to vote or to direct the
vote:
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
|
| | (iii) Sole power to dispose or to direct the
disposition of:
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
|
| | (iv) Shared power to dispose or to direct the
disposition of:
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
