M&A - INTEGRATED RAIL & RESOURCES ACQUISITION CORP

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025063689

Filing Summary: On July 14, 2025, Integrated Rail and Resources Acquisition Corp. (SPAC) entered into a Fourth Amendment to the Agreement and Plan of Merger, which extends the Termination Date of the Merger Agreement to August 31, 2025, with potential further extension to September 15, 2025. The Amendment updates the Company Common Stock Consideration to 820,000 shares of Holdings Class A Common Stock valued at $10 each. Additionally, SPAC's Lender Note was amended to adjust the Maturity Date to September 15, 2025, or upon the completion of a business combination. This report details the proposed business combination transaction and includes forward-looking statements regarding the implications and expectations associated with the merger.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025063687

Filing Summary: On July 14, 2025, Integrated Rail and Resources Acquisition Corp. entered into a Fourth Amendment to the Agreement and Plan of Merger with multiple parties, including Uinta Integrated Infrastructure Inc. and Uinta Infrastructure Group Corp. This amendment extends the Termination Date of the original Merger Agreement to August 31, 2025, with the possibility of a further 15-day extension to September 15, 2025. It also updates the definitions of Company Common Stock Consideration to specify that it includes 820,000 shares of Holdings Class A Common Stock valued at $10 per share, totaling $8,200,000. Additionally, a Sixth Amended and Restated Lender Note was executed on the same date, adjusting the maturity date to September 15, 2025, coinciding with the completion of the initial business combination. The document includes forward-looking statements regarding the potential success and timing of the proposed transaction, along with a notice that a registration statement will be filed with the SEC. Stakeholders are urged to read the relevant documents as they become available for crucial information about the transaction.

Form Type: DEF 14A

Filing Date: 2025-07-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025062393

Filing Summary: Integrated Rail and Resources Acquisition Corp. has filed a definitive proxy statement for a special meeting scheduled on July 15, 2025. The primary purpose of the meeting is to vote on the Extension Amendment Proposal to amend the company's charter, allowing for an extension to complete its proposed merger with Uinta Integrated Infrastructure Inc. The amendment seeks to extend the deadline for finalizing this merger from July 15, 2025, to August 15, 2025, with a potential further extension to September 15, 2025, contingent upon conditions outlined in the merger agreement and approval from the board of directors. The company emphasizes the importance of this extension to complete the business combination and avoid forced liquidation of its assets. The proxy statement also includes details regarding the voting process, rights of public stockholders to redeem shares, and the implications if the extension is approved or not. The board recommends a vote in favor of both the Extension Amendment and the Adjournment Proposal in case of insufficient votes.

Form Type: 425

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025059765

Filing Summary: On June 30, 2025, Integrated Rail and Resources Acquisition Corp. (SPAC) conducted a special meeting of stockholders to discuss and vote on several proposals in relation to a planned merger. A total of 4,525,002 shares of Class A common stock were present at the meeting, representing approximately 78.12% of the voting power. The stockholders approved the Agreement and Plan of Merger, which involves various entities including Uinta Infrastructure Group Corp. and its subsidiaries. In addition to the merger, stockholders also approved the proposed Amended and Restated Holdings Certificate of Incorporation and several governance provisions. There was unanimous support for the business combination proposals, and the stockholders authorized the election of seven directors for the new board. Furthermore, shareholders chose to redeem a total of 16,528 shares for a pro rata portion of the funds in the Trust Account, amounting to $233,623.84 being removed from the Trust Account for this purpose.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025059759

Filing Summary: On June 30, 2025, Integrated Rail and Resources Acquisition Corp. held a special meeting where stockholders, representing approximately 78.12% of the voting power, approved a merger proposal with Uinta Infrastructure Group Corp. and its subsidiaries. The approved merger agreement includes multiple amendments and mandates the adoption of organizational documents and governance provisions for the post-merger entity. Stockholders also approved the election of seven directors to the new board and an equity incentive plan. Additionally, some stockholders redeemed shares for approximately $233,623.84 in total, reflecting a $13.53 per share redemption value, which will be withdrawn from the Trust Account.

Form Type: PRE 14A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025059785

Filing Summary: Integrated Rail and Resources Acquisition Corp. is seeking stockholder approval for two key proposals during a special meeting scheduled for July 15, 2025. The primary proposal, known as the Extension Amendment Proposal, aims to amend the company's charter to extend the deadline for completing a merger, referred to as the Tar Sands Business Combination, from July 15, 2025, to August 15, 2025, and allows for one additional month extension under certain conditions. This extension is critical, as the company has been actively seeking to finalize a merger with Uinta Integrated Infrastructure Inc. and other involved parties, collectively known as the SPAC Parties. The Board of Directors unanimously recommends a 'FOR' vote on both the Extension Amendment Proposal and a secondary Adjournment Proposal, which would allow for the meeting to be postponed if necessary to gather sufficient proxy votes. Stockholders participating in this action will have their Class A Common Stock redeemable for a cash amount pertaining to the funds in the trust account should the Extension Amendment be approved and the business combination not completed by the extended deadline. The document references previous approvals for extensions, underscoring a history of efforts to reach a merger agreement with the Tar Sands entity. Finally, the Board highlights that without approval of the Extension Amendment, the company is at risk of liquidation, impacting stockholder value, especially since currently owned warrants would expire worthless if business combinations are not executed in time.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025046611

Filing Summary: Integrated Rail and Resources Acquisition Corp. has filed a current report to announce an investor presentation in connection with a proposed Business Combination with Tar Sands Holdings II, LLC. This Business Combination is governed by a Merger Agreement dated November 8, 2024, with multiple amendments leading up to the current date. The report details plans for a registration statement on Form S-4 to be filed with the SEC, which will include a proxy statement/prospectus for the securities of Uinta Integrated Infrastructure Inc., reflecting the merger's compliance with federal securities laws. The structured outline of upcoming filings and documents for stockholders, including potential benefits and risks associated with the transaction, is emphasized. Documents are to be available for stockholders via the SEC website and upon request, ensuring transparency in the upcoming proceedings of the merger.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025046604

Filing Summary: Integrated Rail and Resources Acquisition Corp. filed this Form 8-K to report on its business combination with Tar Sands Holdings II, LLC, governed by a merger agreement dated November 8, 2024. The filing includes a new investor presentation related to the business combination. The presentation details the anticipated transaction and the collective efforts of SPAC, Tar Sands, and related entities, emphasizing important aspects such as the financial and operational synergies expected from the merger. Furthermore, it addresses upcoming SEC filings, including a registration statement on Form S-4 that will contain a proxy statement/prospectus for SPAC shareholders, and informs stockholders about the process and materials available for review. The document is marked by forward-looking statements that highlight potential risks associated with the merger proceeding, including regulatory approvals, market competition, and the ability to achieve projected benefits from the transaction.

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045228

Filing Summary: On May 13, 2025, Integrated Rail and Resources Acquisition Corp. (SPAC) extended its deadline to complete an initial business combination from May 15, 2025, to June 15, 2025. This extension was approved by a special meeting of stockholders where 84.81% of the voting power, representing 5,088,087 shares of Class A Common Stock, voted in favor. The amendment also allows for a further monthly extension until July 15, 2025, upon request from the sponsor, provided they deposit $5,000 into the Trust Account for each extension. Additionally, SPAC removed limitations on redeeming shares of Class A Common Stock if it would lead to net tangible assets of less than $5,000,001. This filing relates to a proposed merger with Uinta Infrastructure Group Corp. and associated parties as per the Merger Agreement dated November 8, 2024, to communicate relevant developments to stockholders, including the intentions to file a registration statement and proxy statement/prospectus regarding the merger.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045224

Filing Summary: Integrated Rail and Resources Acquisition Corp. (the 'SPAC') reported on its Form 8-K dated May 19, 2025, that it has extended its deadline to complete an initial business combination from May 15, 2025, to June 15, 2025, following the approval of stockholders during a special meeting held on May 13, 2025. The extension was granted by depositing an amount into the trust account. Additionally, the SPAC has also removed limitations on redeeming shares of its Class A Common Stock, which previously restricted redemptions based on the company’s net tangible assets. The SPAC is planning a merger with Uinta Infrastructure Group Corp. and filed necessary documents, including a new charter amendment and an extension financial note, in relation to the business combination. This transaction is subject to various approvals and the filing of a registration statement with the SEC.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044251

Filing Summary: On May 14, 2025, Integrated Rail and Resources Acquisition Corp. entered into the Third Amendment to the Agreement and Plan of Merger, extending the Termination Date to July 15, 2025. This amendment is part of an ongoing process related to a proposed merger with Uinta Integrated Infrastructure Inc. and Uinta Infrastructure Group Corp. It includes a plan for a registration statement on Form S-4 with the SEC, which will serve as a proxy statement/prospectus for SPAC’s stockholders. The parties also warn investors of various risks associated with the proposed transaction, highlighting that several conditions must be satisfied for the merger to proceed, including stockholder approvals and regulatory clearances. The document asserts that the filing does not constitute an offer or solicitation for securities in any jurisdiction without proper registration.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044238

Filing Summary: On May 14, 2025, Integrated Rail and Resources Acquisition Corp. entered into the Third Amendment to the Agreement and Plan of Merger, extending the Termination Date of the Merger Agreement to July 15, 2025. This merger agreement involves SPAC and Uinta Integrated Infrastructure Inc. and is part of a series of amendments previously established. The document outlines that significant details related to the merger will be included in a forthcoming registration statement with the SEC, which will also serve as a proxy statement. Stakeholders are encouraged to review these documents for comprehensive information regarding the proposed business combination.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041495

Filing Summary: Integrated Rail and Resources Acquisition Corp filed a Form 8-K on May 9, 2025, detailing the completion of a Crude Oil Supply, Offtake, and Processing Agreement with Shell Trading (US) Company. This agreement, which became effective following the initial merger agreement dated August 12, 2024, grants STUSCO exclusive rights to supply crude oil to Integrated Rail's facility in Vernal, Utah, with an initial term of seven years and automatic two-year renewals. The agreement also outlines specific conditions precedent that must be met for full effectiveness, including the completion of facility construction and obtaining necessary regulatory approvals. The pricing structure in the agreement is based on market indices, including terms of exclusivity and right of first refusal on facility expansions. Additionally, the filing contains forward-looking statements concerning the anticipated transaction outcomes, associated risks, and the conditions under which the agreement may not realize expected benefits or be completed.

Form Type: 10-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000101376225001662

Filing Summary: Integrated Rail and Resources Acquisition Corp. filed an annual report on Form 10-K for the fiscal year ended December 31, 2024. The report outlines significant developments, including an Agreement and Plan of Merger entered into on August 12, 2024, involving Integrated Rail, Uinta Integrated Infrastructure Inc., and other related parties. The Merger Agreement outlines that SPAC Merger Sub will merge into Integrated Rail, with Integrated Rail becoming a wholly-owned subsidiary of Uinta Integrated Infrastructure Inc. The SPAC Board has unanimously approved the Merger Agreement and recommended the proposal to SPAC stockholders. The report also includes updates on trust extensions, redemption activity, and shares outstanding as of March 24, 2025, noting that 5,999,659 shares of Class A common stock were issued and outstanding. Additionally, it discusses the delisting of the public shares from the NYSE and their subsequent availability on OTC Pink.

Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390024114171

Filing Summary: On January 2, 2025, Integrated Rail and Resources Acquisition Corp. reported a Second Amendment to the Agreement and Plan of Merger, extending the termination date of the merger agreement to May 15, 2025. The amendment involves changes in the parties to the merger agreement, replacing Uinta Integrated Infrastructure Inc. with Uinta Infrastructure Group Corp., and amending other involved entities. This extension allows additional time to finalize the merger process, following earlier disclosures made on November 8, 2024. The document clarifies the implications for shareholders and highlights that this filing serves as written communication under Rule 425 of the Securities Act.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390024114169

Filing Summary: On December 31, 2024, Integrated Rail and Resources Acquisition Corp. executed a Second Amendment to the Agreement and Plan of Merger, which extends the Termination Date of the existing Merger Agreement to May 15, 2025. This amendment involved replacing certain parties in the merger agreement. The changes included replacing Uinta Integrated Infrastructure Inc. with Uinta Infrastructure Group Corp., changing Uinta Integrated Infrastructure Holdings, Inc. to Uinta Lower Holdings, Inc., updating RR Integration Merger Co. to Uinta Integration Merger Co., and replacing RRG Merger LLC with Uinta Merger LLC. This report outlines the terms and purpose of the agreement and references previous disclosures regarding the merger process. It emphasizes that this document is related to a proposed transaction and does not constitute an offer to buy or sell securities. Forward-looking statements are included, detailing potential risks and expectations concerning the merger's completion and expected benefits.