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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):September 19, 2025 (September 15, 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 1.01 Entry Into a Material
Definitive Agreement
Fifth Amendment to Merger Agreement
On September 15, 2025, Integrated Rail and
Resources Acquisition Corp., a Delaware corporation (“SPAC”) entered into that certain Fifth Amendment to Agreement
and Plan of Merger (the “Amendment”) to that certain Agreement and Plan of Merger dated November 8, 2024 (as
amended by that certain that certain Amendment to and Waiver of Agreement and Plan of Merger dated November 8, 2024, that certain Second
Amendment to Agreement and Plan of Merger dated December 31, 2024, that certain Waiver to Agreement and Plan of Merger dated April 30,
2025, that certain Third Amendment to Agreement and Plan of Merger dated May 14, 2025, that certain Fourth Amendment to Agreement and
Plan of Merger dated July 14, 2025, the Amendment, and as further amended or modified from time to time, the “Merger Agreement”),
by and among SPAC, Uinta Integrated Infrastructure Inc., a Delaware corporation (“Holdings”), Uinta Infrastructure
Group Corp., a Delaware corporation (the “Company”), Tar Sands Holdings II, LLC, a Utah limited liability company
(“Tar Sands”), and the other parties thereto.
Pursuant to the Amendment, the parties
to the Merger Agreement agreed to extend the Termination Date of the Merger Agreement to December 1, 2025.
All terms used in this Item 1.01 and
not defined herein shall have the meanings set forth in the Merger Agreement. The foregoing summary of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated
by reference herein.
Seventh Amended and Restated Lender
Note
As previously disclosed, (a) on January
12, 2023, SPAC issued an unsecured promissory note (the “Lender Note”) to Trident Point 2, LLC, a Delaware limited
liability company (the “Lender”), pursuant to which SPAC was entitled to borrow up to an aggregate principal
amount of $600,000 in order to fund working capital deficiencies or finance transaction costs in connection with an intended business
combination; (b) on February 8, 2024, SPAC issued an unsecured promissory note to the Lender Note, pursuant to which SPAC is entitled
to borrow up to an aggregate principal amount of $750,000 from the Lender; (c) on January 10, 2025, SPAC amended and restated the
Lender Note to amend the Maturity Date (as defined in the Lender Note) to the earlier of (i) May 15, 2025, or (ii) the date on which SPAC
consummates an initial business combination; (d) on February 10, 2025, SPAC amended and restated the Lender Note to entitle SPAC
to borrow up to an aggregate principal amount of $1,350,000 from the Lender in order to fund costs reasonably related to an initial business
combination; (e) on May 15, 2025, SPAC amended and restated the Lender Note to entitle SPAC to borrow up to an aggregate principal
amount of $1,400,000 from the Lender and to amend the Maturity Date to the earlier of (i) July 15, 2025, or (ii) the date on which SPAC
consummates an initial business combination; and (f) on July 14, 2025, SPAC amended and restated the Lender Note to amend the Maturity
Date to the earlier of (i) September 15, 2025, or (ii) the date on which SPAC consummates an initial business combination.
On September 15, 2025, SPAC amended and restated
the Lender Note to amend the Maturity Date to the earlier of (i) December 1, 2025, or (ii) the date on which SPAC consummates an initial business
combination.
The foregoing description of the Lender
Note is qualified in its entirety by reference to the full text of the Lender Note, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Additional Information about the
Business Combination and Where to Find It
This document relates to a proposed
transaction between SPAC, the Company and the other parties to the Merger Agreement. This document does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The parties intend to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a proxy statement
of SPAC and a prospectus for Holdings’ securities, referred to as a proxy statement/prospectus. A proxy statement/prospectus will
be sent to all SPAC stockholders. The parties will file other documents relating to the proposed transaction with the SEC. Before making
any voting decision, investors and security holders of SPAC are urged to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available
because they will contain important information about the proposed transaction.
Stockholders will also be able to obtain
copies of the preliminary proxy statements, the definitive proxy statements and other documents filed with the SEC that will be incorporated
by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to SPAC at
400 W. Morse Boulevard, Suite 220, Winter Park, Florida 32789, Attention: Mark Michel, Chief Executive Officer, (347) 627-0058.
Participants in the Solicitation
SPAC and the Company and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from SPAC stockholders in connection
with the proposed transaction. A list of the names of the directors and executive officers of SPAC and information regarding their interests
in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents
as described in the preceding paragraph.
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any
sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such other jurisdiction.
Forward-Looking Statements
The information in this current report
on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed
transaction between the Company and SPAC. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts regarding the Company’s business, net proceeds from the proposed transaction, potential benefits
of the proposed transaction and the potential success of the Company’s market and growth strategies, and expectations related to
the terms and timing of the proposed transaction. These statements are based on various assumptions and on the current expectations of
SPAC and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and the Company. These forward-looking
statements are subject to a number of risks and uncertainties, including: (i) the risk that the proposed transaction may not be completed
in a timely manner or at all; (ii) the risk that the proposed transaction may not be completed by SPAC’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; (iii) the failure
to satisfy the conditions to the consummation of the proposed transaction, including the approval of the proposed transaction by the stockholders
of SPAC and the receipt of certain governmental and regulatory approvals; (iv) the failure to realize the anticipated benefits of
the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s business
relationships, performance, and business generally; (vi) the outcome of any legal proceedings that may be instituted against SPAC
or the Company related to the business combination agreement or the proposed transaction; (vii) the ability to address the market
opportunity for the Company’s products and services; (viii) the risk that the proposed transaction may not generate the expected
net proceeds for the combined company; (ix) the ability to implement business plans and other expectations after the completion of
the proposed transaction, and identify and realize additional opportunities; (x) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination agreement; (xi) the risk of downturns, new entrants and a changing
regulatory landscape in the highly competitive industry in which the Company operates; and (xii) those factors discussed in SPAC’s
filings with the SEC under the headings “Risk Factors,” and other documents of SPAC filed, or to be filed, with the SEC. If
any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC
and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect SPAC’s and the Company’s expectations, plans or forecasts of future
events and views as of the date of this report. While SPAC and the Company may elect to update these forward-looking statements at some
point in the future, each specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as
representing SPAC’s and the Company’s assessments as of any date subsequent to the date of this press report. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
The following exhibit is attached to this Current Report
on Form 8-K:
| Exhibit No |
|
Exhibit Title or Description |
| 2.1 |
|
Fifth Amendment to Agreement and Plan of Merger, dated as of September 15, 2025 |
| 10.1 |
|
Seventh Amended and Restated Lender Note, dated as of September 15, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 19, 2025 |
By: |
/s/ Mark A. Michel |
| |
Name: |
Mark A. Michel |
| |
Title: |
Chief Executive Officer |
