Units, each consisting of one share of Class A common stock, par value $0.0001 per share, andone-halfof one redeemable warrant false 0001854795 0001854795 2021-12-30 2021-12-30 0001854795 us-gaap:CapitalUnitsMember 2021-12-30 2021-12-30 0001854795 us-gaap:CommonClassAMember 2021-12-30 2021-12-30 0001854795 us-gaap:WarrantMember 2021-12-30 2021-12-30

 

 

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): December 30, 2021

 

 

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 Number)

 

(I.R.S. Employer

Identification No.)

 

6100 Southwest Boulevard, Suite 320

Forth Worth, Texas

  76109
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (817) 737-5885

N/A

(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

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

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   IRRXU   The New York Stock Exchange
Shares of Class A common stock, par value $0.0001 per share, included as part of the units   IRRX   The New York Stock Exchange
Redeemable warrants included as part of the units   IRRXW   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01.

Other Events.

On December 30, 2021, Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing on January 3, 2022, the holders of units issued in its initial public offering (the “Units”), each consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share, may elect to separately trade the shares of Common Stock and Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The shares of Common Stock and the Warrants are expected to trade on the New York Stock Exchange under the symbol “IRRX” and “IRRXW,” respectively. The Units not separated will continue to trade on the New York Stock Exchange under the symbol “IRRXU.” Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the Units into shares of Common Stock and Warrants.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

    No.    

   Description
99.1    Press Release, dated December 30, 2021
EXHIBIT 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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.
By:  

/s/ Richard D. Bertel

Name:   Richard D. Bertel
Title:   Chief Executive Officer

Dated: December 30, 2021