8-K
filed December 19, 2025, 6:59 PM ET
CIK 0002044112
M&A
confidence high
sentiment negative
materiality 0.75
INTEGRATED RAIL & RESOURCES INC.: M&A transaction — Integrated Rail & Resources completes de-SPAC merger with Tar Sands Holdings II
INTEGRATED RAIL & RESOURCES INC.
- Business Combination closed Dec 12, 2025; SPAC shares converted 1:1 into Holdings Class A common stock; warrants assumed.
- Only 11 SPAC shares redeemed (~$177); 5,775,561 shares converted to Holdings shares.
- Holdings issued $12M unsecured promissory note at 0% to Endeavor Capital Group, due March 12, 2026.
- Target TSII had $20,000 rental revenue and $290,000 net loss for nine months ended Sept 30, 2025.
- Company ceased to be a shell company; no public trading market established for stock or warrants.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.98
INTEGRATED RAIL & RESOURCES INC. incurred loan of $12,000,000 with Endeavor Capital Group, LLC at 0% per annum maturing March 12, 2026.
- Instrument
- loan
- Principal
- $12,000,000
- Counterparty
- Endeavor Capital Group, LLC
- Rate
- 0% per annum
- Maturity
- March 12, 2026
- Event
- incurrence
Exact text from the filing
Holdings issued an unsecured promissory note in the original principal amount of $12,000,000 (the “Promissory Note”) to Endeavor Capital Group, LLC (the “Noteholder”). The Promissory Note bears interest at 0% per annum and matures on March 12, 2026, subject to earlier acceleration upon an event of default.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
INTEGRATED RAIL & RESOURCES INC.: Amended and Restated Certificate of Incorporation became effective upon closing, authorizing 200M common shares and 10M preferred shares, eliminating dual-class structure, establishing one-year director terms and advance notice provisions (effective 2025-12-12).
- Change
- charter amendment
- Effective
- 2025-12-12
Exact text from the filing
On December 12, 2025, in connection with the Closing, the Company’s Amended and Restated Certificate of Incorporation (the “A&R Certificate”) became effective upon filing with the Secretary of State of the State of Delaware
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
INTEGRATED RAIL & RESOURCES INC.: Amended and Restated Bylaws became effective concurrently with the A&R Certificate, containing provisions relating to single-class common stock, director terms, and advance notice requirements (effective 2025-12-12).
- Change
- bylaw amendment
- Effective
- 2025-12-12
Exact text from the filing
and the Company’s Amended and Restated Bylaws (the “A&R Bylaws”) became effective concurrently therewith.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
INTEGRATED RAIL & RESOURCES INC. underwent a change of control (closed 2025-12-12).
- Action
- change of control
- Closing
- 2025-12-12
Exact text from the filing
As a result of the completion of the Business Combination, a change in control of the Registrant occurred.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
INTEGRATED RAIL & RESOURCES INC. amended Sixth Amendment to Agreement and Plan of Merger with parties to the Merger Agreement valued at Sixth Amendment to Agreement and Plan of Merger modifying the Merger Agreement to permit a cashless (effective 2025-12-12).
- Action
- amendment
- Agreement
- merger
- Counterparty
- parties to the Merger Agreement
- Value
- Sixth Amendment to Agreement and Plan of Merger modifying the Merger Agreement to permit a cashless
- Effective
- 2025-12-12
Exact text from the filing
On December 12, 2025, the parties to the Merger Agreement entered into the Sixth Amendment to Agreement and Plan of Merger (the "Sixth Amendment"). The Sixth Amendment, among other things, modifies the Merger Agreement to permit a cashless Closing, to extend the Termination Date, and rescinds the waiver set forth in Section 1.3 of the April 30, 2025 waiver to the Merger Agreement and the obligations set forth in Section 1.4 thereof.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
INTEGRATED RAIL & RESOURCES INC. amended Amendment of Warrant Agreement with Equiniti Trust Company LLC (f/k/a American Stock Transfer & Trust Company, LLC) valued at Amendment of Warrant Agreement updating the Warrant Agreement to reflect that warrants are exercisab (effective 2025-12-12).
- Action
- amendment
- Counterparty
- Equiniti Trust Company LLC (f/k/a American Stock Transfer & Trust Company, LLC)
- Value
- Amendment of Warrant Agreement updating the Warrant Agreement to reflect that warrants are exercisab
- Effective
- 2025-12-12
Exact text from the filing
In connection with the Closing, SPAC and Equiniti Trust Company LLC (fk/a American Stock Transfer & Trust Company, LLC), as warrant agent (the "Warrant Agent"), entered into an Amendment of Warrant Agreement, dated as of December 12, 2025 (the "Warrant Amendment"), which amends the Warrant Agreement, dated as of November 11, 2021, governing the SPAC public and private warrants (collectively, the "SPAC Warrants").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INTEGRATED RAIL & RESOURCES INC. entered into Registration Rights Agreement with holders party thereto valued at Registration Rights Agreement requiring the Registrant to file a resale registration statement on Fo (effective 2025-12-12).
- Action
- entry
- Counterparty
- holders party thereto
- Value
- Registration Rights Agreement requiring the Registrant to file a resale registration statement on Fo
- Effective
- 2025-12-12
Exact text from the filing
In connection with the Closing, the Registrant entered into a Registration Rights Agreement, dated as of December 12, 2025 (the "Registration Rights Agreement"), with the holders party thereto.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INTEGRATED RAIL & RESOURCES INC. entered into Promissory Note with Endeavor Capital Group, LLC valued at Unsecured promissory note in the original principal amount of $12,000,000 bearing interest at 0% per (effective 2026-03-12).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Endeavor Capital Group, LLC
- Value
- Unsecured promissory note in the original principal amount of $12,000,000 bearing interest at 0% per
- Effective
- 2026-03-12
Exact text from the filing
In connection with the Closing, Holdings issued an unsecured promissory note in the original principal amount of $12,000,000 (the "Promissory Note") to Endeavor Capital Group, LLC (the "Noteholder"). The Promissory Note bears interest at 0% per annum and matures on March 12, 2026, subject to earlier acceleration upon an event of default.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INTEGRATED RAIL & RESOURCES INC. entered into Rollover Agreement with Rollover Seller valued at Rollover Agreement pursuant to which the Rollover Seller contributed Contributed Interests to Holdin (effective 2025-12-12).
- Action
- entry
- Counterparty
- Rollover Seller
- Value
- Rollover Agreement pursuant to which the Rollover Seller contributed Contributed Interests to Holdin
- Effective
- 2025-12-12
Exact text from the filing
Immediately prior to the Closing, Holdings entered into a Rollover Agreement, dated as of December 12, 2025 (the "Rollover Agreement"), with the "Rollover Seller" party thereto.
View on SEC.gov
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