Integrated Rail & Resources Acquisition Corp. Files 8-K

TL;DR

IRRXW filed an 8-K detailing changes to security holder rights and corporate governance, plus financial exhibits.

AI Summary

Integrated Rail & Resources Acquisition Corp. filed an 8-K on September 19, 2025, reporting on events that occurred on September 15, 2025. The filing indicates material modifications to security holder rights, amendments to articles of incorporation or bylaws, and the submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes affecting the rights and governance of Integrated Rail & Resources Acquisition Corp.'s security holders.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not inherently present new risks to investors.

Key Players & Entities

• INTEGRATED RAIL & RESOURCES ACQUISITION CORP (company) — Registrant
• 0001854795 (company) — Central Index Key
• September 19, 2025 (date) — Filing Date
• September 15, 2025 (date) — Earliest Event Date

FAQ

Key Financial Figures

• $0.0001 — hare of Class A common stock, par value $0.0001 per share, and one-half of one redeemab
• $1.00 — public offering (the " Trust Account ") $1.00 for such extension (an " Extension Paym

Filing Documents

• ea0254379-8k_integrated.htm (8-K) — 41KB
• ea025437901ex3-1_integrated.htm (EX-3.1) — 10KB
• 0001213900-25-089621.txt ( ) — 270KB
• irrxw-20250915.xsd (EX-101.SCH) — 4KB
• irrxw-20250915_def.xml (EX-101.DEF) — 27KB
• irrxw-20250915_lab.xml (EX-101.LAB) — 37KB
• irrxw-20250915_pre.xml (EX-101.PRE) — 25KB
• ea0254379-8k_integrated_htm.xml (XML) — 7KB

03 Material Modifications to Rights

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure set forth below in Items 5.03 and 5.07 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 19, 2025, SPAC filed, with the unanimous consent of its board of directors (the " Board ") and the consent of a majority of the holders of SPAC's Class A common stock, par value $0.0001 per share (the " Class A Common Stock "), an amendment to SPAC's Amended and Restated Certificate of Incorporation (as so amended, the " Charter "), with the Secretary of State of the State of Delaware (the " Charter Amendment "). The Charter Amendment extends the date by which SPAC must complete an initial business combination (the " Deadline Date ") from September 15, 2025 to December 31, 2025, by depositing (or causing to be deposited) into the trust account established to connection with SPAC's initial public offering (the " Trust Account ") $1.00 for such extension (an " Extension Payment ") on or prior to September 15, 2025. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 15, 2025, SPAC held a special meeting of stockholders (the " Special Meeting "), at which holders of 4,382,268 shares of Class A Common Stock were present in person or by proxy, representing approximately 75.88% of the voting power of the 5,775,572 issued and outstanding Class A Common Stock entitled to vote at the Special Meeting as of the close of business on August 26, 2025, which was the record date for the Special Meeting. At the Special Meeting, SPAC stockholders approved a proposal (the " Extension Amendment Proposal ") to amend the Charter to extend the Deadline Date from September 15, 2025, to December 31, 2025, by depositing (or causing to be deposited) into the Trust Account an Extension Payment on or prior to September 15, 2025. As a result of the approval of the Extension Amendment Proposal, the Sponsor made and will make an Extension Payment into the Trust Account on or prior to each applicable Deadline Date. The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by SPAC's stockholders: Common Stock Votes For Common Stock Votes Against Common Stock Abstentions 4,382,266 2 0 In connection with the Special Meeting, stockholders holding an aggregate of 11 shares of SPAC's Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. On September 19, 2025, SPAC filed the Charter Amendment with the Secretary of State of the State of Delaware to reflect the Extension Amendment Proposal. The foregoing description of the Extension Amendment Proposal is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. 1

Forward-Looking Statements

Forward-Looking Statements This document relates to a proposed transaction between SPAC, Uinta Infrastructure Group Corp., a Delaware corporation (the " Company "), and the other parties to that certain Agreement and Plan of Merger dated November 8, 2024, as amended in accordance with its terms. The information in this current report on Form 8-K includes "forward-looking statements" within the meaning of the federal securities laws with respect to the proposed transaction between the Company and SPAC. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts regarding the Company's business, net proceeds from the proposed transaction, potential benefits of the proposed transaction and the potential success of the Company's market and growth strategies, and expectations related to the terms and timing of the proposed transaction. These statements are based on various assumptions and on the current expectations of SPAC and the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and the Company. These forward-looking in a timely manner or at al

01 Financial Statements and Exhibits

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 3.1 Eighth Amendment to the Amended and Restated Articles of Incorporation of SPAC, dated as of September 19, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: September 19, 2025 By: /s/ Mark A. Michel Name: Mark A. Michel Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR