{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-039315","form_type":"8-K","ticker":null,"cik":"0001854795","company_name":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP","filed_at":"2023-08-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.799756+00:00","generated_at":"2026-06-11T15:29:47.851647+00:00","sec_items":["3.03","5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"IRRX extends business combination deadline to Sep 15 with monthly extension options; $79.7M redeemed","bullets":["Stockholders approved extension of business combination deadline from Aug 15 to Sep 15 2023, with up to 6 monthly extensions to Feb 15 2024.","7,354,836 shares redeemed for ~$79.65M ($10.83/share), reducing trust account balance significantly.","After redemptions, shares outstanding drop to 12,239,246.","Mark A. Michel and Timothy J. Fisher re-elected as Class I directors; Marcum LLP ratified as auditor."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-039315","json":"https://secwatch.observer/filing/0001140361-23-039315.json","markdown":"https://secwatch.observer/filing/0001140361-23-039315.md","text":"https://secwatch.observer/filing/0001140361-23-039315.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854795/000114036123039315/0001140361-23-039315-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854795/000114036123039315/brhc20057240_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T15:29:47.851647+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"89a0422144b841f8c97d6a351019a360780bf73b","claim":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Extended the deadline to complete a business combination from August 15, 2023 to September 15, 2023, with option for further monthly extensions up to February 15, 2024 (effective 2023-08-08).","evidence_excerpt":"the Company filed a second amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 8, 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 August 15, 2023 to September 15, 2023, and to allow the Company, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to five (5) times by an additio","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854795/000114036123039315/0001140361-23-039315-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-08-08"}],"fact_type":"governance_change"},{"claim_id":"450b0881fb6f428b6b47ea583cfd048e0ad3a41e","claim":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Extension Amendment at the 2023-08-08 meeting.","evidence_excerpt":"Extension Amendment Stockholders approved the Extension Amendment. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 14,656,118 1,313,100 100,000 1,903,484","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854795/000114036123039315/0001140361-23-039315-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-08-08"}],"fact_type":"shareholder_vote"},{"claim_id":"4653407ffbdc1e037e223516cce9e2feed1f4fd0","claim":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Election of Class I Directors at the 2023-08-08 meeting.","evidence_excerpt":"The stockholders re-elected two directors to the Board, with each such director to serve as directors of Class I until the third annual meeting of stockholders following this Annual Meeting or until his or her successor is elected and qualified. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES Mark A. Michel 14,307,929 1,661,289 100,000 1,903,484 Timothy J. Fisher 14,617,707 1,351,511 100,000 1,903,484","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854795/000114036123039315/0001140361-23-039315-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-08-08"}],"fact_type":"shareholder_vote"},{"claim_id":"b47f1fe56358e6dc96c888bf60caf43227a4b5bc","claim":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Ratification of Marcum LLP as independent registered public accounting firm at the 2023-08-08 meeting.","evidence_excerpt":"The stockholders ratified the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 17,748,238 124,464 100,000 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854795/000114036123039315/0001140361-23-039315-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-08-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}