Integrated Rail Shifts to Refining, Secures Shell Deal Post-Merger

TL;DR

**IRRX's strategic pivot to refining with Shell's backing is a smart move, but the $35.5M working capital deficit means it's a high-risk bet on future financing and operational execution.**

AI Summary

Integrated Rail & Resources Inc. (IRRX) completed a business combination on December 12, 2025, acquiring oil and gas assets at Asphalt Ridge, Utah, through its wholly-owned subsidiary Tar Sands Holdings II, LLC (TSII). The company reported a working capital deficit of $35,499,089 as of December 31, 2025, with cash of $372,165. Post-merger, IRRX has raised approximately $5.7 million in financing, including $5.0 million from Creto IRRX PIPE Investment, LLC for Series A Convertible Preferred Stock. The strategic outlook involves reactivating and modernizing its existing facility to process and refine third-party crude feedstock, rather than near-term oil sands development. A key development is the Shell Commitment Agreement, signed May 7, 2025, making STUSCO the exclusive supplier of crude oil and purchaser of refined products for an initial seven-year term. The company anticipates commencing operations in 2027, with an expected In-Service Date in the second half of 2027, following completion of the FEL-3 engineering review by April 2026.

Why It Matters

Integrated Rail & Resources' pivot from oil sands mining to third-party crude refining, backed by a seven-year exclusive agreement with Shell Trading US Company (STUSCO), significantly de-risks its business model and provides a clear path to revenue. For investors, this signals a more capital-efficient strategy leveraging existing infrastructure, potentially offering a quicker return on the $5.7 million in recent financing. Employees and customers benefit from the stability of a long-term contract with a major energy player, enhancing job security and supply chain reliability. In a competitive energy market, this strategic shift positions IRRX as a specialized refining and logistics provider, rather than a commodity producer, potentially attracting new partnerships and market share.

Risk Assessment

Risk Level: high — The company reported a significant working capital deficit of $35,499,089 as of December 31, 2025, and has not yet commenced operations, which are not anticipated until 2027. While $5.7 million in financing has been raised since year-end, the ability to secure further debt and equity financing in 2026 to cover this deficit and fund operations is not assured, posing a substantial going concern risk.

Analyst Insight

Investors should monitor IRRX's progress in securing additional financing and achieving its 2027 operational timeline. Given the high working capital deficit and reliance on future funding, a 'wait and see' approach is prudent until more concrete operational milestones and financial stability are demonstrated.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$372,165

revenue Growth

N/A

Key Numbers

• $35,499,089 — Working Capital Deficit (as of December 31, 2025, indicating significant financial strain)
• $372,165 — Cash (as of December 31, 2025, highlighting limited liquidity)
• $5.7 million — Financing Raised (since December 31, 2025, providing some capital for operations)
• $5.0 million — Series A Convertible Preferred Stock Investment (from Creto IRRX PIPE Investment, LLC, a key post-merger capital infusion)
• 7 years — Initial Term of Shell Commitment Agreement (providing long-term revenue potential)
• 2027 — Anticipated Commencement of Operations (indicating a significant lead time before revenue generation)
• 6,575,561 — Common Stock Outstanding (as of April 1, 2026)
• $60 million — Historical Investment (in extraction, separation, and infrastructure upgrades at the facility)
• $1.5 million — Convertible Note (issued to B H, Inc. in October 2024)
• $400,000 — Convertible Notes (issued to Paul Gonzalez in October 2025)

Key Players & Entities

• Integrated Rail & Resources Inc. (company) — public reporting company
• Tar Sands Holdings II, LLC (company) — wholly owned subsidiary
• Shell Trading US Company (company) — exclusive crude oil supplier and refined product purchaser
• Creto IRRX PIPE Investment, LLC (company) — investor in Series A Convertible Preferred Stock
• B H, Inc. (company) — unsecured convertible note holder
• Paul Gonzalez (person) — unsecured convertible note holder
• Becht Engineering BT, Inc. (company) — engineering review firm
• BHI, Co. (company) — engineering, procurement, and construction firm
• Nasdaq Capital Market (regulator) — target listing exchange
• Uinta Infrastructure Group Corp. (company) — former name of Integrated Rail & Resources Inc.

FAQ

Risk Factors

• Working Capital Deficit and Limited Liquidity [high — financial]: As of December 31, 2025, the company reported a significant working capital deficit of $35,499,089, with only $372,165 in cash. This highlights a severe liquidity constraint that could impede operational readiness and the ability to meet short-term obligations.
• Reliance on Facility Reactivation and Modernization [high — operational]: The company's strategy hinges on reactivating and modernizing its existing facility to process third-party crude feedstock, rather than immediate oil sands development. The success of this strategy is dependent on completing the FEL-3 engineering review by April 2026 and commencing operations in the second half of 2027.
• Dependence on Shell Commitment Agreement [high — market]: The company's revenue potential is heavily reliant on the Shell Commitment Agreement, which designates STUSCO as the exclusive supplier of crude oil and purchaser of refined products for an initial seven-year term. Any disruption or failure to meet the terms of this agreement could severely impact revenue generation.
• Post-Merger Financing Needs [medium — financial]: Despite raising approximately $5.7 million in financing post-merger, including a $5.0 million investment in Series A Convertible Preferred Stock, the company's substantial working capital deficit suggests ongoing and significant financing requirements to fund operations and capital expenditures.
• Historical Cessation of Mining Operations [medium — operational]: Mining operations at Asphalt Ridge were ceased in December 2015 due to unfavorable economics in the tar sands mining industry. This historical context raises concerns about the long-term viability and profitability of operations at the site, despite past investments.

Industry Context

The oil and gas industry is undergoing a transition, with a focus on efficiency and downstream processing. Companies are increasingly leveraging existing infrastructure and forming strategic partnerships for feedstock supply and product offtake. Integrated rail and resource companies are positioning themselves at the intersection of logistics, refining, and energy infrastructure to capitalize on these trends.

Regulatory Implications

The company's operations are subject to environmental regulations related to mining and refining. Compliance with permits and environmental standards is crucial for maintaining operational licenses and avoiding penalties. The long lead time to operations commencement also means navigating evolving regulatory landscapes.

What Investors Should Do

1. Monitor progress on the FEL-3 engineering review and facility modernization.
2. Assess the company's ability to secure additional financing.
3. Evaluate the long-term viability of the Shell Commitment Agreement.
4. Analyze the historical performance and economic viability of the Asphalt Ridge site.

Key Dates

• 2025-12-12: Completion of Business Combination — Acquisition of oil and gas assets at Asphalt Ridge, Utah, through TSII, marking a significant strategic shift and transition to public markets.
• 2025-12-31: Reporting Period End — Company reported a working capital deficit of $35,499,089 and cash of $372,165, highlighting immediate financial challenges.
• 2026-04-01: Common Stock Outstanding Record — 6,575,561 shares of common stock outstanding, providing a baseline for equity structure post-merger.
• 2026-04-30: Anticipated Completion of FEL-3 Engineering Review — Crucial milestone for the reactivation and modernization of the facility, impacting the timeline for operations commencement.
• 2027-12-31: Anticipated In-Service Date (Second Half) — Marks the expected commencement of commercial operations, a key driver for future revenue generation.
• 2025-05-07: Shell Commitment Agreement Signed — Secured STUSCO as an exclusive supplier and purchaser for an initial seven-year term, providing a foundational revenue stream.

Glossary

Business Combination

A transaction where two or more companies merge into a single new entity, often involving a SPAC or reverse merger. (This is how IRRX acquired its oil and gas assets and transitioned to a public company.)

Tar Sands Holdings II, LLC (TSII)

A wholly-owned subsidiary of IRRX that holds the acquired oil and gas assets at Asphalt Ridge, Utah. (The entity through which IRRX operates its core business.)

Shell Commitment Agreement

A contract between IRRX and STUSCO (Shell Trading US Company) outlining terms for crude oil supply and refined product purchase. (This agreement is critical for IRRX's projected revenue and operational strategy.)

FEL-3 Engineering Review

Front-End Loading Level 3, a detailed engineering study that assesses project feasibility and cost estimates. (Completion of this review is a prerequisite for commencing operations at the facility.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity issues. (IRRX has a significant working capital deficit of $35,499,089 as of December 31, 2025.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (IRRX raised $5.0 million through the sale of Series A Convertible Preferred Stock to Creto IRRX PIPE Investment, LLC.)

Feedstock

Raw material or primary product used in industrial processing or manufacturing. (IRRX plans to process third-party crude feedstock at its facility.)

Year-Over-Year Comparison

This filing represents a significant transition for Integrated Rail & Resources Inc. following its business combination on December 12, 2025. Key metrics such as revenue and net income are not comparable to prior periods as the company was in a pre-operational or developmental stage. The primary focus shifts from historical operations to the strategic plan of reactivating and modernizing its facility, with new risks and opportunities emerging from the Shell Commitment Agreement and post-merger financing activities.

Key Financial Figures

• $0.0001 — ink: IRRXU N/A Common Stock, par value $0.0001 per share OTC Pink: IRRX N/A Warrants
• $60 million — d refurbished over time, with more than $60 million historically invested in extraction, se
• $1.5 million — ed three unsecured convertible notes: a $1.5 million note to B H, Inc. in October 2024, auto
• $100,000 — rust account waiver), and two notes for $100,000 and $300,000 issued to Paul Gonzalez in
• $300,000 — waiver), and two notes for $100,000 and $300,000 issued to Paul Gonzalez in October 2025
• $5.0 million — ith Creto IRRX PIPE Investment, LLC for $5.0 million of Series A Convertible Preferred Stock
• $3.0 million — ity upon mutual agreement to sell up to $3.0 million additional within 60 days. On January 2
• $2,550,000 — reto IRRX PIPE Investment, LLC invested $2,550,000 and $2,750,000, respectively in exchang
• $2,750,000 — Investment, LLC invested $2,550,000 and $2,750,000, respectively in exchange for the Serie
• $450,000 — 23, 2026, Creto invested an additional $450,000 to purchase 4,500 shares of our Series
• $1,000,000 — certain consent rights while more than $1,000,000 of Accumulated Stated Value is outstand
• $372,165 — s of December 31, 2025, the Company had $372,165 of cash and a working capital deficit o
• $35,499,089 — f cash and a working capital deficit of $35,499,089. The Company consummated its business c
• $5.7 million — 5, the company has raised approximately $5.7 million in financing. Management intends to fin
• $23 million — ls are in place. In 1999, approximately $23 million was expended to construct a solvent-bas

Filing Documents

• ea0279675-10k_integrated.htm (10-K) — 1067KB
• ea027967501ex4-3.htm (EX-4.3) — 32KB
• ea027967501ex21-1.htm (EX-21.1) — 3KB
• ea027967501ex31-1.htm (EX-31.1) — 9KB
• ea027967501ex31-2.htm (EX-31.2) — 9KB
• ea027967501ex32-1.htm (EX-32.1) — 3KB
• ea027967501ex32-2.htm (EX-32.2) — 3KB
• 0001213900-26-038031.txt ( ) — 6374KB
• ck0002044112-20251231.xsd (EX-101.SCH) — 71KB
• ck0002044112-20251231_cal.xml (EX-101.CAL) — 55KB
• ck0002044112-20251231_def.xml (EX-101.DEF) — 328KB
• ck0002044112-20251231_lab.xml (EX-101.LAB) — 587KB
• ck0002044112-20251231_pre.xml (EX-101.PRE) — 337KB
• ea0279675-10k_integrated_htm.xml (XML) — 615KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 16 Item 1C. Cybersecurity 16 Item 2.

Properties

Properties 17 Item 3.

Legal Proceedings

Legal Proceedings 17 Item 4. Mine Safety Disclosures 17 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 Item 6. [Reserved] 19 Item 7.

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operations 19 Item 7A.

Quantitative and Qualitative Disclosures About Market

Quantitative and Qualitative Disclosures About Market Risk 24 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 24 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 24 Item 9A.

Controls and Procedures

Controls and Procedures 24 Item 9B. Other Information 25 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 25 PART III Item 10. Directors, Executive Officers and Corporate Governance 26 Item 11.

Executive Compensation

Executive Compensation 29 Item 12.

Security Ownership of Certain Beneficial Owners and

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 33 Item 13. Certain Relationships and Related Transactions, and Director Independence 35 Item 14. Principal Accounting Fees and Services 37 PART IV Item 15. Exhibits, Financial Statement Schedules 38 Item 16. Form 10-K Summary 39 i Integrated Rail & Resources Inc. In this Annual Report on Form 10-K (the "Annual Report"), unless the context requires otherwise, references to the "Company", "Integrated", "we", "us", "our", and similar terms refer to Integrated Rail & Resources Inc., a Delaware corporation formerly known as Integrated Rail and Resources Acquisition Corp. ("Integrated Acquisition"), and its consolidated subsidiaries. References to "TSII" refer to the private Delaware corporation that is now our wholly owned subsidiary and named Tar Sands Holdings II, LLC. On December 12, 2025 (the "Closing Date"), we consummated a business combination pursuant to an agreement and plan of merger, dated as of August 12, 2024, as amended by that certain Amendment to and Waiver of Agreement and Plan of Merger, dated November 8, 2024, that certain Second Amendment to Agreement and Plan of Merger, dated December 31, 2024, that certain Waiver to Agreement and Plan of Merger, dated April 30, 2025, that certain Third Amendment to Agreement and Plan of Merger, dated May 14, 2025, that certain Fourth Amendment to Agreement and Plan of Merger, dated July 14, 2025, that certain Fifth Amendment to Agreement and Plan of Merger, dated September 15, 2025, and that certain Sixth Amendment to Agreement and Plan of Merger, dated December 12, 2025), by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation, Uinta Infrastructure Group Corp., a Delaware corporation, Uinta Lower Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Uinta Infrastructure Group Corp., Uinta Merger Co., a Delaware corporation and wholly owned subsid

Forward-looking statements

Forward-looking statements in this Annual Report may include, but are not limited to, statements about: the ability to obtain the listing of our Common Stock on Nasdaq Capital Market ("Nasdaq"); our public securities' liquidity and trading; our ability to raise financing in the future; our expected use of proceeds from future issuances of equity or convertible debt securities; our future financial performance, including our revenue, costs of revenue and operating expenses; our future use of equity or debt financings to execute our business strategy; our ability to use cash on hand to meet current and future financial obligations, including funding our operations, debt service requirements and capital expenditures; the outcome of any legal proceedings that may be instituted against us; our ability to attract and retain qualified directors, officers, employees and key personnel; our ability to compete effectively in a highly competitive market; the ability to protect and enhance our corporate reputation and brand; the impact from future regulatory, judicial and legislative changes in our industry; our ability to obtain and maintain regulatory approval; our ability to grow and manage growth profitably; our ability to execute our business plans and strategy; our ability to prevent, respond to, and recover from a cybersecurity incident; the effect of global economic and political developments, including the conflicts in Ukraine, Israel and Iran; a determination that we are an investment company under the Investment Company Act of 1940; other factors detailed under the section of this Annual Report titled " Risk Factors. " Should one or more of these risks or uncertainties materialize or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknow

Business

Item 1. Business. Our Company With the completion of the Business Combination on December 12, 2025, the Company owns certain oil and gas assets at Asphalt Ridge, northeastern Utah. The Company intends to upgrade the existing infrastructure and bring its Facility online in order to process and refine feedstock oil to produce products to customer specifications. With capital from the Business Combination, together with commitments under the Shell Commitment Agreement and additional equity and debt financing, the Company intends to upgrade and bring its existing Facility online to process and refine third-party crude feedstock into products meeting customer specifications. The Facility has been substantially constructed and refurbished over time, with more than $60 million historically invested in extraction, separation, and infrastructure upgrades, and prior commissioning activities have demonstrated that commercial-scale oil extraction is feasible. Rather than pursuing near-term oil sands development, the Company's current strategy is to leverage its permitted mine site, processing infrastructure, and transportation assets – including an on-site transload and terminal facility – to support contracted feedstock processing and refining for Shell Trading US Company ("STUSCO") and other potential customers. This approach positions the Company at the intersection of energy infrastructure, refining services, and logistics, with a capital-efficient path to commercialization through the reactivation and modernization of existing assets. Our primary assets include: (i) ownership of approximately 760 acres of core drilled land held in fee simple absolute at Asphalt Ridge in northeastern Utah, consisting of two designated mining tracts — the South "A" Tract and the "D" Tract (together, the "Property"); (ii) a mine facility located on the South "A" Tract (the "Mine"); (iii) a large-scale mining permit for the Mine; (iv) a refinery to operate in conjunction with the Mine; a

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