M&A - INTEGRATED RAIL & RESOURCES ACQUISITION CORP

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.

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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.

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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.

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