M&A - INTEGRATED RAIL & RESOURCES ACQUISITION CORP

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.