Integrated Rail (NASDAQ: IRRX) files Form 15 to end SEC reporting

Rhea-AI Filing Summary

Integrated Rail and Resources Acquisition Corp. has filed a Form 15 to terminate the registration of its units, Class A common stock and warrants under the Exchange Act and to suspend its duty to file periodic SEC reports. The filing covers units made up of one share of Class A common stock and one redeemable warrant, Class A common stock with a par value of $0.0001 per share, and warrants exercisable for one share of common stock at an exercise price of $11.50 per share. The document notes 2 holders of record of the warrants, indicating a very limited holder base for that security class.

Positive

• None.

Negative

• Termination of SEC registration and reporting: Form 15 ends Exchange Act registration of units, Class A common stock and warrants and suspends ongoing periodic reporting obligations.

Insights

SEC reporting and corporate actions analyst

Form 15 ends SEC registration and ongoing reporting for Integrated Rail securities.

Integrated Rail and Resources Acquisition Corp. has submitted a Form 15 to terminate registration of its units, Class A common stock, and warrants under Section 12(g) and suspend reporting duties under Sections 13 and 15(d). This means these securities will no longer be registered under the Exchange Act once the termination is effective.

The filing specifies that each unit consists of one share of Class A common stock and one redeemable warrant, and that each whole warrant is exercisable for one share of common stock at an exercise price of $11.50 per share. It also notes 2 holders of record of the warrants, suggesting a small record-holder base for that class, which can be a factor in eligibility to deregister.

For investors, the key change is that the company will no longer be required to provide ongoing periodic reports such as Forms 10-K or 10-Q after the Form 15 becomes effective. Future information about the company and its securities may therefore be more limited and would need to be obtained from other company communications or any subsequent filings that may be made.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER

SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION

OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-41048

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

400 W. MORSE BOULEVARD, SUITE 220

WINTER PARK, FL 32789

(321) 972-1583

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Units, each consisting of one share of Class A Common Stock and one redeemable warrant

Class A Common Stock, par value $0.0001 per share

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☐
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☐
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☒
Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date: 1 holder of record of units, 24 holders of record of Class A Common Stock, par value $0.0001 per share and 2 holders of record of Warrants.

Pursuant to the requirements of the Securities Exchange Act of 1934, Integrated Rail and Resources Acquisition Corp. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

	INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Date: January 20, 2026	By:	/s/ Mark A. Michel
	Name:	Mark A. Michel
	Title:	Chief Executive Officer

FAQ

What did Integrated Rail and Resources Acquisition Corp. (IRRX) file with the SEC?

Integrated Rail and Resources Acquisition Corp. filed a Form 15, which is a certification and notice to terminate registration of certain securities under Section 12(g) and to suspend the duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Which Integrated Rail (IRRX) securities are covered by this Form 15?

The Form 15 covers units (each consisting of one share of Class A common stock and one redeemable warrant), Class A common stock with a par value of $0.0001 per share, and warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share.

What does termination of registration mean for IRRX investors?

Termination of registration means these Integrated Rail securities will no longer be registered under the Exchange Act, and the company’s obligation to file periodic reports such as annual and quarterly reports will be suspended once the Form 15 is effective.

How many holders of record of Integrated Rail (IRRX) warrants are referenced?

The content notes 2 holders of record of the warrants, indicating a very limited number of record holders for that class of securities.

Who signed the Form 15 for Integrated Rail and Resources Acquisition Corp.?

The Form 15 was signed on behalf of Integrated Rail and Resources Acquisition Corp. by Mark A. Michel, who is identified as the company’s Chief Executive Officer, dated January 20, 2026.

Will Integrated Rail (IRRX) continue filing Forms 10-K and 10-Q after this Form 15?

Once the Form 15 becomes effective, Integrated Rail and Resources Acquisition Corp. will have its duty to file periodic reports under Sections 13 and 15(d) of the Exchange Act suspended, so ongoing filings like Forms 10-K and 10-Q would no longer be required.