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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Integrated Rail and Resources Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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)
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Delaware
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001-41048
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86-2581754
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant
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IRRXU
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The New York Stock Exchange
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Class A common stock, par value $0.0001
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IRRX
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The New York Stock Exchange
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Warrants
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IRRXW
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The New York Stock Exchange
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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 10, 2022, 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, dated as of November 11, 2021 (the “Trust Agreement”), that at least five days prior to November 15, 2022, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline
pursuant to Section 1(j) of the Trust Agreement. Accordingly, the Company determined to cancel its special meeting of stockholders that was scheduled for November 15, 2022 and to withdraw from consideration by the stockholders of the Company the
proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 27, 2022.
On November 10, 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
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Exhibit No.
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Exhibit Title or Description
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Press Release dated November 10, 2022
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
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Dated: November 10, 2022
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By:
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/s/ Mark A. Michel |
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Name:
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Title:
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President and Chief Operating Officer
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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 Agreement”), that at least five days prior to November 15, 2022, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline pursuant to Section
1(j) of the Trust Agreement. Accordingly, the Company announced, pursuant to the authority of the Board under section 2.04 of the Company’s bylaws, that the Board of the Company has cancelled the Special Meeting of Stockholders to be held
November 15, 2022.
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on natural resources, railroads and/or railroad logistics companies, or any combinations thereof. The Company is
sponsored by DHIP Natural Resources Investments, LLC.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance
with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.
Contact: William Lane
wlane@dhipgroup.org or (321) 972-1583