--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-036530" form_type: "8-K" ticker: null cik: "0001854795" company_name: "INTEGRATED RAIL & RESOURCES ACQUISITION CORP" filed_at: "2024-02-14T23:59:59+00:00" generated_at: "2026-06-06T02:38:00.921574+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.82 calibrated_materiality_score: 0.82 confidence: "high" source: SEC EDGAR --- # SPAC Integrated Rail extends deadline to Nov 2024; 37% of shares redeemed for $50.3M ## Summary - Stockholders approved extension of business combination deadline to Mar 15, 2024, with up to 9 monthly extensions to Nov 15, 2024, each requiring $50k deposit. - Issued $750k non-interest bearing promissory note to Trident Point 2, LLC, due Nov 15, 2024 or upon business combination. - 4,573,860 shares redeemed for approx $50.3M ($11.00/share), reducing outstanding to 7,665,386 shares. - Brian Feldott re-elected as Class II director; Marcum LLP ratified as independent auditor for FY2024. ## SEC filing metadata - accession: 0001193125-24-036530 - form_type: 8-K - cik: 0001854795 - company_name: INTEGRATED RAIL & RESOURCES ACQUISITION CORP - filed_at: 2024-02-14T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.82 - calibrated_materiality_score: 0.82 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/d781550d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-036530 - JSON: https://secwatch.observer/filing/0001193125-24-036530.json - Plain text: https://secwatch.observer/filing/0001193125-24-036530.txt ## Key facts - Debt Financings INTEGRATED RAIL & RESOURCES ACQUISITION CORP incurred loan of up to an aggregate principal amount of $750,000 with Trident Point 2, LLC at No interest shall accrue on the unpaid principal balance maturing the earlier of (i) November 15, 2024 or (ii) the date on which the Company consummates an initial business combination. - Instrument: loan - Principal: up to an aggregate principal amount of $750,000 - Counterparty: Trident Point 2, LLC - Rate: No interest shall accrue on the unpaid principal balance - Maturity: the earlier of (i) November 15, 2024 or (ii) the date on which the Company consummates an initial business combination - Event: incurrence source text: On February 8, 2024, Integrated Rail and Resources Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Promissory Note”) to Trident Point 2, LLC, a Delaware limited liability company (the “Lender”), pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $750,000 from the Lender in order to fund costs reasonably related to an initial business combination for the Company, including without limitation both the daily operations of the Corporation prior to an initial business combination and potential monthly extensions to the time period for the Corporation to enter into and complete an initial business combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm - Governance Changes INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Extended the deadline to complete a business combination from February 15, 2024 to March 15, 2024, with potential monthly extensions up to November 15, 2024 (effective 2024-02-12). - Change: charter amendment - Effective: 2024-02-12 source text: the Company filed a Third Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 12, 2024 following stockholder approval of a proposal (the “Extension Amendment Proposal”) 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, 2024 to March 15, 2024, by depositing (or causing to be deposited) into the trust account (the “Trust Account”) $50,000 for such one-month extension evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm - Shareholder Votes INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Extension Amendment Proposal at the 2024-02-12 meeting. - Outcome: passed - Meeting: 2024-02-12 source text: Stockholders approved the Extension Amendment Proposal. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 8,627,624 386,918 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm - Shareholder Votes INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders voted on Adjournment Proposal at the 2024-02-12 meeting. - Meeting: 2024-02-12 source text: The Adjournment Proposal was not necessary because there were sufficient votes at the time of the Special Meeting to approve the Extension Amendment Proposal, the Director Proposal and the Auditor Proposal. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 8,627,621 386,918 3 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm - Shareholder Votes INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Election of Director at the 2024-02-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-02-12 source text: The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES Brian Feldott 8,871,871 142,666 5 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm - Shareholder Votes INTEGRATED RAIL & RESOURCES ACQUISITION CORP shareholders approved Ratification of Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2024 at the 2024-02-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-02-12 source text: The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 9,014,489 51 2 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854795/000119312524036530/0001193125-24-036530-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.