--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-005773" form_type: "8-K" ticker: null cik: "0001854795" company_name: "INTEGRATED RAIL & RESOURCES ACQUISITION CORP" filed_at: "2023-02-10T23:59:59+00:00" generated_at: "2026-06-19T18:22:47.969598+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # IRRX stockholders approve business-combination extension to March 15, 2023; ~9.16M shares redeemed ## Summary - Extension Amendment approved; deadline moved from Feb 15 to Mar 15, 2023, with up to 5 additional monthly extensions to Aug 15, 2023. - Trust Amendment also approved by stockholders. - 9,155,918 shares redeemed for ~$94.49M ($10.32/share) from trust account. - Post-redemption shares outstanding: 19,594,082. ## SEC filing metadata - accession: 0001140361-23-005773 - form_type: 8-K - cik: 0001854795 - company_name: INTEGRATED RAIL & RESOURCES ACQUISITION CORP - filed_at: 2023-02-10T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 5.07, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1854795/000114036123005773/0001140361-23-005773-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1854795/000114036123005773/brhc10047877_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-005773 - JSON: https://secwatch.observer/filing/0001140361-23-005773.json - Plain text: https://secwatch.observer/filing/0001140361-23-005773.txt ## Key facts - Governance Changes INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Filed an amendment to the Amended and Restated Certificate of Incorporation extending the deadline to complete an initial business combination from February 15, 2023 to March 15, 2023, with subsequent monthly extensions available up to August 15, 2023 (effective 2023-02-09). - Change: charter amendment - Effective: 2023-02-09 source text: As approved by its stockholders at the Special Meeting of Stockholders of the Company held on February 8, 2023 at 10:00 a.m. Eastern Time (the “Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 9, 2023 (the “Extension Amendment”), to extend the date (the “Extension”) by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s Class A common stock (“Class A common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on November 16, 2021 (the “IPO”), from February 15, 2023 to March 15, 2023, and to allow the Comp evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000114036123005773/0001140361-23-005773-index.htm - Material Agreements INTEGRATED RAIL & RESOURCES ACQUISITION CORP amended Trust Amendment with American Stock Transfer & Trust Company, LLC (effective 2023-02-08). - Action: amendment - Counterparty: American Stock Transfer & Trust Company, LLC - Effective: 2023-02-08 source text: As approved by its stockholders at the special meeting (defined below), on February 8, 2023, Integrated Rail and Resources Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”) entered into an amendment, dated February 8, 2023 (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of November 11, 2021, by and between the Company and the Trustee. A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000114036123005773/0001140361-23-005773-index.htm - Shareholder Votes INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Trust Amendment at the 2023-02-08 meeting. - Outcome: passed - Meeting: 2023-02-08 source text: 2. Trust Amendment Stockholders approved the Trust Amendment. The voting results were as follows: FOR AGAINST ABSTAIN 24,112,088 1,502 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000114036123005773/0001140361-23-005773-index.htm - Shareholder Votes INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Extension Amendment to extend the date by which the Company must consummate an initial business combination at the 2023-02-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-08 source text: 1. Charter Amendment Stockholders approved the Extension Amendment. The voting results were as follows: FOR AGAINST ABSTAIN 23,817,764 295,826 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000114036123005773/0001140361-23-005773-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.