M&A: INTEGRATED RAIL & RESOURCES ACQUISITION CORP

Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390024114171

Comments: 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

Comments: 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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