Company Description
Integrated Rail and Resources Acquisition Corp. (IRRX) is a special purpose acquisition company (SPAC) that has operated as a blank check company in the Financial Services sector. According to company disclosures, it was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While its charter allowed it to pursue a target in any industry, IRRX stated that it intended to focus its search on natural resources, railroads and railroad logistics companies, or combinations of those areas.
Business purpose and SPAC structure
As a SPAC, IRRX raised capital with the objective of combining with an operating business. The company’s public communications describe an investment management trust agreement under which funds were held in a trust account while IRRX sought and negotiated a business combination. Extensions of the deadline to complete a transaction were implemented multiple times via notices from its sponsor, DHIP Natural Resources Investments, LLC, and related amendments to the trust agreement and charter. These extensions were designed to provide additional time to consummate an initial business combination.
IRRX’s filings and press releases emphasize its focus on opportunities that could unlock stranded or captive commodities and natural resources and move them to more distant markets using transportation optimizations and new infrastructure. This focus aligned with its stated interest in natural resources and rail or rail logistics–related businesses.
Business combination with Tar Sands Holdings II, LLC and transition to Uinta Infrastructure Group Corp.
IRRX entered into a Business Combination Agreement with Tar Sands Holdings II, LLC (also referred to as Tar Sands Holding II, LLC or TSII/TSHII), a privately held company that owns refining and real estate assets and minerals and mining rights in the Uinta Basin region of Utah. Public disclosures state that TSII controls key real estate and natural resource development rights in that area, including permits for the processing and refining of certain natural resources, and that these assets had been maintained but not operated.
Subsequent company communications describe a series of amendments to an Agreement and Plan of Merger among IRRX, Uinta Integrated Infrastructure Inc., Uinta Infrastructure Group Corp. (UIGC), Tar Sands Holdings II, LLC, and other parties. These amendments extended the termination date of the merger agreement and adjusted related financing arrangements, such as an unsecured promissory note used to fund working capital and transaction costs.
On December 12, 2025, IRRX announced the completion of its previously announced business combination with Tar Sands Holdings II, LLC. Upon closing, the combined company operates under a new parent entity, Uinta Infrastructure Group Corp. (UIGC), a Delaware corporation. The announcement states that IRRX public shareholders who did not redeem their shares became shareholders of UIGC, and that outstanding IRRX warrants were exchanged for UIGC warrants at a one-to-one ratio under the merger agreement.
In connection with the closing of the transaction, IRRX disclosed that trading of its Class A common stock, warrants, and units under the IRRX symbols would cease. The same announcement notes that UIGC is preparing to file a registration statement on Form S-1 with the U.S. Securities and Exchange Commission to enable UIGC’s shares and warrants to list on a national stock exchange, and that during the period between closing and the effectiveness of the S-1, UIGC’s securities may not be eligible for trading on the OTC markets or any other exchange.
Sector focus and related agreements
Throughout its lifecycle as a SPAC, IRRX described a strategic focus on natural resources and transportation infrastructure. In a separate announcement, IRRX and Shell Trading (US) Company disclosed a 7-year supply and offtake agreement tied to a crude oil processing facility that IRRX planned to acquire. Under that agreement, Shell Trading (US) Company would supply crude oil feedstock to, and purchase certain refined products from, the facility, subject to IRRX’s acquisition of the facility and completion of conversion and refurbishment efforts. The facility was described as having initial capacity to process crude oil per day with the potential to expand, producing refined products such as LPG, naphtha, diesel, and gas oil, with an option for Shell Trading (US) Company to utilize additional capacity.
IRRX’s public statements also reference a planned refinery transload terminal development and operation in collaboration with Cando Rail & Terminals Ltd., which is described as a provider of specialized rail operating services and terminal infrastructure. In connection with the business combination, IRRX highlighted objectives related to restarting and optimizing refinery operations and developing infrastructure to move commodities from the Uinta Basin to broader markets.
Trading venue and corporate status
SEC filings identify Integrated Rail and Resources Acquisition Corp. as a Delaware corporation. The company’s securities were registered under Section 12(b) of the Securities Exchange Act of 1934 and, according to an 8-K filing, its units, Class A common stock, and warrants traded on the OTC Pink market under the symbols IRRXU, IRRX, and IRRXW, respectively. Earlier communications referenced listing on the New York Stock Exchange, followed by later references to OTC Pink trading.
Following completion of the business combination with Tar Sands Holdings II, LLC and the transition to Uinta Infrastructure Group Corp. as the parent entity, IRRX’s public communications state that trading in IRRX’s Class A common stock, warrants, and units will cease. For investors researching IRRX, this means the ticker represents the historical SPAC entity that combined with Tar Sands Holdings II, LLC, and that ongoing public company information is expected to be associated with Uinta Infrastructure Group Corp., subject to the effectiveness of its registration statement and any subsequent listing.
Corporate governance and extensions
IRRX’s SEC filings document several corporate actions related to its SPAC structure. These include amendments to its amended and restated certificate of incorporation to extend the deadline by which it had to complete an initial business combination, along with related shareholder votes. For example, one charter amendment extended the deadline date by depositing a specified extension payment into the trust account, and a special meeting of stockholders approved the extension amendment proposal with the vast majority of votes cast in favor.
The filings also describe a series of amendments and restatements of an unsecured promissory note issued to a lender, increasing the maximum principal amount available to fund costs related to an initial business combination and adjusting the maturity date to align with revised business combination deadlines. Additionally, an 8-K filing reports the resignation of a chief operating officer, reflecting changes in the company’s management as it progressed toward its combination.
Position within the SPAC and infrastructure landscape
Within the broader SPAC universe, IRRX is characterized in its own disclosures as a blank check company sponsored by DHIP Natural Resources Investments, LLC, with a thematic focus on natural resources and rail or rail logistics–related opportunities. Its completed business combination with Tar Sands Holdings II, LLC and the creation of Uinta Infrastructure Group Corp. reflect an effort to build an infrastructure platform in the Uinta Basin, centered on refining and related assets, transportation infrastructure, and long-term commercial agreements such as the supply and offtake arrangement with Shell Trading (US) Company.
For those examining the history of IRRX stock, the key elements are its formation and purpose as a SPAC, its stated sector focus, the negotiation and completion of its business combination with Tar Sands Holdings II, LLC, the transition to Uinta Infrastructure Group Corp. as the parent entity, and the cessation of trading in IRRX’s listed securities upon closing of the transaction.
Key historical context for investors
- IRRX operated as a blank check company seeking a business combination, with an emphasis on natural resources and rail or rail logistics–related businesses.
- It entered into a Business Combination Agreement with Tar Sands Holdings II, LLC, which owns refining and real estate assets and natural resource development rights in the Uinta Basin in Utah.
- Multiple extensions of the business combination deadline were approved through sponsor notices, trust agreement amendments, and charter amendments, supported by shareholder votes.
- The completed business combination resulted in a new parent entity, Uinta Infrastructure Group Corp., with IRRX public shareholders who did not redeem becoming shareholders of UIGC and IRRX warrants being exchanged for UIGC warrants.
- IRRX disclosed that trading of its Class A common stock, warrants, and units would cease upon closing of the business combination, with UIGC preparing to seek a national exchange listing through an S-1 registration statement.