[8-K] INTEGRATED RAIL & RESOURCES ACQUISITION CORP Reports Material Event

Rhea-AI Filing Summary

Integrated Rail and Resources Acquisition Corp. (IRRX) reported a leadership change. On October 16, 2025, Ivan Varela resigned as Chief Operating Officer, effective immediately. The company disclosed the change in a current report and noted its securities trade on OTC Pink as IRRXU (units), IRRX (Class A common stock), and IRRXW (warrants). The filing was signed by Chief Executive Officer Mark A. Michel on October 21, 2025.

Insights

Corporate Governance Analyst

Immediate COO resignation at Integrated Rail and Resources Acquisition Corp. is a governance event; limited disclosure increases uncertainty until succession and responsibilities are clarified.

Integrated Rail and Resources Acquisition Corp. disclosed the resignation of its Chief Operating Officer, Ivan Varela, effective immediately on October 16, 2025 (reported October 21, 2025). An abrupt departure of a principal officer is a material organizational change because it alters executive oversight and day‑to‑day operational responsibility.

The filing does not disclose a successor, interim coverage, or additional context. That absence concentrates attention on continuity of operations and internal controls until the company identifies who will assume the COO duties. Given the company’s listed securities (Units: OTC Pink: IRRXU; Class A common: OTC Pink: IRRX; Warrants: OTC Pink: IRRXW), timely follow‑on disclosure about management structure is important for clarity.

Items to watch: any subsequent 8‑K announcing an interim or permanent COO, updates to management responsibilities, or board actions relating to executive roles. The key near‑term window is the next periodic or current report following October 16, 2025, where succession, role reallocation, or control statements may be addressed.

false 0001854795 0001854795 2025-10-16 2025-10-16 0001854795 IRRXW:UnitsEachConsistingOfOneShareOfClassCommonStockParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember 2025-10-16 2025-10-16 0001854795 IRRXW:ClassCommonStockParValue0.0001Member 2025-10-16 2025-10-16 0001854795 IRRXW:WarrantsMember 2025-10-16 2025-10-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2025 (October 16, 2025)

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-41048		86-2581754
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

400 W. Morse Boulevard, Suite 220

Winter Park, FL 32789

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (321) 972-1583

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant		OTC Pink: IRRXU		N/A
Class A common stock, par value $0.0001		OTC Pink: IRRX		N/A
Warrants		OTC Pink: IRRXW		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors and Officers

On October 16, 2025, Ivan Varela notified Integrated Rail and Resources Acquisition Corp. (the “Company”) of his intent to resign as Chief Operating Officer, effective immediately.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Dated: October 21, 2025	By:	/s/ Mark A. Michel
	Name:	Mark A. Michel
	Title:	Chief Executive Officer

2

FAQ

What did IRRX disclose in its 8-K filing?

The company announced that Ivan Varela resigned as Chief Operating Officer, effective October 16, 2025.

When did the IRRX COO resignation become effective?

The resignation was effective October 16, 2025.

Who signed the IRRX report confirming the change?

It was signed by Chief Executive Officer Mark A. Michel on October 21, 2025.

What are IRRX’s trading symbols and markets?

IRRX trades on OTC Pink as IRRXU (units), IRRX (Class A common stock), and IRRXW (warrants).

What role did Ivan Varela hold at IRRX?

He served as Chief Operating Officer.

What is IRRX’s full company name?

The company is Integrated Rail and Resources Acquisition Corp.