{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-099863","form_type":"8-K","ticker":null,"cik":"0001854795","company_name":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP","filed_at":"2024-11-19T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.081661+00:00","generated_at":"2026-05-29T22:39:33.902969+00:00","sec_items":["3.03","5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"IRRX secures one-month extension, enters non-binding Shell offtake LOI; Class B converted to Class A","bullets":["Stockholders approved extension of deadline to December 15, 2024; up to 5 additional monthly extensions possible until May 2025.","1,665,727 shares redeemed at ~$11.69 per share, aggregate ~$19.47M.","Company entered non-binding LOI with Shell Trading for crude supply/offtake; $400k/month minimum revenue commitment ($25M total).","All 5,750,000 shares of Class B common stock converted to Class A common stock one-for-one.","Conditions include closing of Uinta merger, facility refurbishment, in-service by Dec 31, 2028."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-099863","json":"https://secwatch.observer/filing/0001213900-24-099863.json","markdown":"https://secwatch.observer/filing/0001213900-24-099863.md","text":"https://secwatch.observer/filing/0001213900-24-099863.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854795/000121390024099863/0001213900-24-099863-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854795/000121390024099863/ea0221548-8k425_integ.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-29T22:39:33.902969+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":"dc704b2da47e31f24eb848c3c5615c074dd56248","claim":"INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Amendment to the Company's Amended and Restated Certificate of Incorporation providing for the conversion of all shares of Class B Common Stock into Class A Common Stock at the option of the holders of a majority of the Class B Common Stock, which option was exercised on November 13, 2024 (effective 2024-11-13).","evidence_excerpt":"On November 13, 2024, Integrated Rail and Resources Acquisition Corp. (the “ Company ”) filed, with the unanimous consent of its board of directors (the “ Board ”) and the consent a majority of the holders of the Company’s Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), an amendment to the Company’s Amended and Restated Certificate of Incorporation (as so amended, the “ Charter ”), with the Secretary of State of the State of Delaware (the “ Charter Amendment ”), providing for the conversion of all of the shares of Class B Common Stock, on a one-for-one basis, into shares of Class A common stock of the Company, par value $0.0001 per share (the “ Class A Common Stock ,” and together with the Class B Common Stock, the “ Common Stock ”), at the option of the holders of a majority of the Class B Common Stock (the “ Class B Conversion Option ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854795/000121390024099863/0001213900-24-099863-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-11-13"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}