UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 11, 2024, Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), received correspondence from the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange (“NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant (the “Units”), with each warrant exercisable for one share of Class A Common Stock of the Company (the “Warrants”), and Warrants from the NYSE pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000.
The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. Application to the Securities and Exchange Commission to delist the Company’s Class A Common Stock, Units, and Warrants is pending, subject to the completion of all applicable procedures, including any appeal by the Company of the Staff’s decision.
Trading in the Class A Common Stock, Units, and Warrants on the NYSE will be suspended immediately. Effective as of March 12, 2024, the Class A Common Stock, Units, and Warrants may be quoted and traded in the over-the-counter (“OTC”) market under the ticker symbols “IRRX,” “IRRXU,” and “IRRXW,” respectively.
The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any business combination the Company may seek to consummate.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 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.
| Dated: March 11, 2024 | INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. | |||||
| By: | /s/ Mark A. Michel | |||||
| Mark A. Michel | ||||||
| Chief Executive Officer | ||||||