WINTER PARK, Fla. and SALT LAKE CITYWINTER PARK, Fla., May 09, 2025 (GLOBE NEWSWIRE) -- Integrated Rail & Resources Acquisition Corp. (OTC: IRRX) (“IRRX”) and Shell Trading (US) Company (“Shell”) have entered into a 7-year supply and offtake agreement under which STUSCO will supply crude oil feedstock to, and purchase certain refined products from, a facility to be acquired by IRRX. Once completed, the facility will initially have the capacity to process 15,000 barrels of crude oil per day, producing LPG, N ...

IPO and Financial Proceeds - The Company raised gross proceeds of $230 million from its IPO by selling 23 million SPAC Units at $10.00 each, including the underwriters' over-allotment option[21]. - The company incurred $4,600,000 in upfront underwriting discounts and commissions related to the IPO[70]. Business Combination and Operations - As of December 31, 2024, the Company had not commenced operations and was focused on identifying a target company for its initial Business Combination[24]. - The Company has a deadline to complete its initial Business Combination extended to May 15, 2025, following amendments to the Merger Agreement[30]. - The Company has the option to extend the deadline for completing the Business Combination on a monthly basis, up to eight times[33]. - The merger agreement with TSH Company was executed on August 12, 2024, following months of analysis and negotiations[45]. - There are ongoing discussions regarding the execution and timing of the Business Combination with TSH Company[46]. - The proposed Business Combination was approved by the SPAC Board on August 12, 2024, and is pending stockholder approvals and customary closing conditions[94]. - The Merger Agreement may be terminated if the Effective Time does not occur prior to May 15, 2025[106]. Shareholder Actions and Redemptions - The Company redeemed 9,155,918 shares at $10.32 per share, totaling $94,489,075, during the First Extension Amendment Proposal[35]. - Stockholders redeemed a total of 7,354,836 shares for approximately $79,652,874 (about $10.83 per share) during the extension vote in August 2023[81]. - Stockholders redeemed 1,665,727 shares for approximately $19,470,737 (about $11.69 per share) during the November 2024 Extension Meeting[85]. - Initial stockholders have agreed to waive their redemption rights concerning any Founder Shares and Public Shares in connection with the initial Business Combination[199]. Financial Position and Performance - For the year ended December 31, 2024, the company reported a net loss of $4,822,902, primarily due to operating costs of $3,054,750 and changes in fair value of warrant liabilities amounting to $2,090,000[129]. - As of December 31, 2024, the company had cash of $39,938 and a working capital deficit of $13,347,972, indicating liquidity challenges[131]. - Cash used in operating activities for the year ended December 31, 2024, was $2,544,827, with net loss impacted by changes in fair value of warrant liabilities and interest income[132]. - For the year ended December 31, 2023, the company achieved a net income of $3,543,111, supported by interest and income earned on cash and investments in the Trust Account of $5,117,247[130]. - The fair value of investments held in the Trust Account was $3,237,676 as of December 31, 2024, a decrease from $72,731,536 at the end of 2023[138]. Trust Account and Extensions - The Company plans to provide Public Stockholders with the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated at $10.10 per share[23]. - SPAC has deposited a total of $7,993,225 into the Trust Account to extend the Deadline Date for business combination from November 15, 2024, to March 15, 2025[39]. - The Company has deposited an aggregate of $7,993,225 into the Trust Account to extend the period for consummating a Business Combination to May 15, 2025, including $4,853,225 for the year ended December 31, 2023[86]. Governance and Management - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[48][51]. - The company has two executive officers who are not required to commit specific hours to the business until the initial Business Combination is completed[52]. - The company has established a Nominating and Corporate Governance Committee to assist in compliance with proxy statement and annual report disclosure requirements[190]. - The company has established a Compensation Committee, with all members being independent directors[184]. - The Compensation Committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers on an annual basis[186]. Internal Controls and Audit - As of December 31, 2024, the company's disclosure controls and procedures were deemed ineffective due to inadequate controls around the calculation of amounts due and payment of funds from the Trust Account to redeeming shareholders[159]. - The company's internal control over financial reporting was also assessed as ineffective as of December 31, 2024[162]. - There were no changes in internal control over financial reporting during the most recent fiscal year that materially affected the internal control[163]. - The Audit Committee held 4 meetings in 2024, while the Compensation Committee held 1 meeting[177]. Related Party Transactions - The company has an unsecured promissory note with a borrowing limit of $8,400,000 from the Sponsor to fund costs related to the extension of the initial Business Combination deadline[216]. - The company reported $390,710 as Note Payable — Related Party for promissory notes to Trident as of December 31, 2024[218]. - Advances from related parties amounted to $5,393,225 as of December 31, 2024, and are non-interest bearing[220]. Miscellaneous - The Shell Commitment Agreement with Shell Trading (US) Company is set for an initial term of 10 years, starting from the expected In-Service Date of December 31, 2028[41]. - The Facility is expected to process approximately 15,000 barrels of crude feedstocks per day, achieving a Nameplate Capacity of 500,000 barrels in a 60-day timeframe[122]. - The company has incurred significant costs in pursuit of acquisition plans and may need to raise additional funds to meet operational expenditures[142].

Business Combination Timeline and Extensions - The Company has extended the deadline for its initial Business Combination to February 15, 2024, with monthly extension deposits of $140,000 from August 2023 through January 2024 [200]. - The Company has the option to extend the deadline for consummating a Business Combination up to nine months after February 15, 2024, by making monthly deposits of $50,000 [202]. - The Company has deposited an aggregate of $5,543,225 into the Trust Account since November 2022 to extend the period for consummating a Business Combination to February 15, 2025 [205]. - The Merger Agreement may be terminated if the Effective Time does not occur by December 31, 2024 [222]. Financial Transactions and Stockholder Redemptions - A total of $79,652,874 (approximately $10.83 per share) was withdrawn from the Trust Account to pay stockholders who redeemed their shares during the Annual Meeting in August 2023 [201]. - Stockholders holding 4,573,860 shares redeemed their shares for a pro rata portion of the Trust Account, resulting in $50,312,460 (approximately $11.00 per share) being removed from the Trust Account [203]. - The company withdrew an aggregate of $224,849,547 for payment to redeeming stockholders as of September 30, 2024 [257]. - The company incurred cash used in financing activities of $49,726,888 for the nine months ended September 30, 2024, including payments to redeeming stockholders [252]. - The Company has incurred an underpayment of $395,138 to redeeming shareholders, which was rectified on September 24, 2024 [203]. Merger Agreement Details - The Company entered into a Merger Agreement on August 12, 2024, to merge with Uinta Integrated Infrastructure Inc. and TSH Company, with the proposed Business Combination expected to be consummated after obtaining necessary approvals [210]. - The Merger Agreement requires a minimum Available Closing Date Cash of $44,000,000 [220]. - The Merger Agreement includes customary representations, warranties, and covenants that will not survive the closing of the Mergers [219]. - At the Effective Time, each share of SPAC Class A and Class B Common Stock will convert into one share of Holdings Class A Common Stock [214]. - Each issued and outstanding SPAC Public Warrant will convert into one Holdings Public Warrant, allowing the purchase of one share of Holdings Class A Common Stock for $11.50 [215]. - The Company converted all issued Class B common stock (5,750,000 shares) into Class A common stock on November 13, 2024 [206]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $21,037, with interest and income from the Trust Account amounting to $328,437 [245]. - For the nine months ended September 30, 2024, the company had a net income of $1,273,479, primarily from interest and income earned on cash and investments in the Trust Account totaling $1,274,699 [247]. - As of September 30, 2024, the company had cash of $426 and a working capital deficit of $11,458,995 [249]. - Cash used in operating activities for the nine months ended September 30, 2024 was $523,726, with net income affected by a change in the fair value of warrant liabilities of $1,254,000 [250]. - The fair value of investments held in the Trust Account was $23,755,380 as recognized on the balance sheet as of September 30, 2024 [257]. Offtake Agreement with Shell Trading - The Offtake Agreement with Shell Trading has an initial term of 10 years, starting from the expected In-Service Date of December 31, 2028 [231]. - Shell Trading will pay a Monthly Minimum Revenue Commitment estimated at $400,000 for five years, totaling a minimum revenue commitment of $25,000,000 [235]. - If the average value of Crude Oil Products exceeds the established Processing Fee, the positive difference will be split 50%/50% between the Company and Shell Trading [236]. - The Company will be responsible for maintaining operational storage and other necessary components to operate the Facility under the Offtake Agreement [233]. Going Concern and Financial Obligations - The underwriters are entitled to a deferred fee of approximately $8.1 million, payable only upon the completion of a Business Combination [264]. - The company has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern [261]. - The Company issued an unsecured convertible promissory note for up to $1,500,000, which will convert into 355,000 shares of common stock upon consummation of the Business Combination [208]. - The company has a promissory note with a related party for $1,040,710 to fund working capital as of September 30, 2024 [263].

Company Overview - Integrated Rail and Resources Acquisition Corp. (IRRX) is a blank check company focused on mergers, share exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations, particularly in natural resources, railroads, and railroad logistics [2] - IRRX is sponsored by DHIP Natural Resources Investments, LLC [2] Recent Developments - IRRX announced the postponement of its special meeting of stockholders from November 12, 2024, to November 14, 2024, at 10:00 am Eastern Time, in relation to its proposed business combination [1] - Stockholders wishing to demand redemption related to the Extension Amendment Proposal must submit their requests by 5:00 p.m. EST on November 12, 2024 [1] Business Combination Details - The business combination involves IRRX and Tar Sands Holding II, LLC (TSII), which controls key real estate and natural resource development rights in the Uintah Basin, Utah [3] - TSII has maintained but not operated its assets, which include permits for processing and refining certain natural resources [3]

Business Combination Timeline and Extensions - The Company extended the deadline for an initial Business Combination to February 15, 2024, with monthly extension deposits of $140,000 from August 2023 through January 2024[141] - The Company has deposited an aggregate of $3,310,000 in the Trust Account since November 2022 to extend the period for consummating a Business Combination to November 15, 2024[146] - The Company plans to allow for up to eight additional one-month extensions for consummating a Business Combination until November 15, 2024[144] - If the company is unable to complete an initial Business Combination, it will be forced to cease operations and liquidate the Trust Account[182] Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $1,040,084, which included a loss on the change in fair value of warrant liabilities of $1,003,200[168] - For the six months ended June 30, 2024, the company had a net income of $1,252,442, primarily from interest and income earned on cash and investments in the Trust Account of $946,262[170] - As of June 30, 2024, the company had cash of $1,126 and a working capital deficit of $11,187,734[171] - Cash used in operating activities for the six months ended June 30, 2024 was $433,026[172] Trust Account and Redemptions - A total of $79,652,874 (approximately $10.83 per share) was withdrawn from the Trust Account to pay stockholders who redeemed their shares during the Annual Meeting in August 2023[142] - The company withdrew an aggregate of $224,454,409 for payment to redeeming stockholders as of June 30, 2024[179] - The fair value of investments held in the Trust Account was $23,672,081 as recognized on the balance sheet as of June 30, 2024[179] - The company intends to use substantially all funds held in the Trust Account to complete a Business Combination[180] - As of June 30, 2024, 1,915,386 Class A common stock subject to possible redemption are presented at redemption value as temporary equity[189] Debt and Obligations - The Company issued an unsecured promissory note allowing borrowing up to $750,000 to fund costs related to the initial business combination[147] - As of June 30, 2024, the company had a promissory note with a related party for $950,710 to fund working capital[186] - The company owed an affiliate of the Sponsor $5,243,225 for costs related to the extension of the date for consummating an initial Business Combination[186] - A monthly fee of $10,000 is payable to an affiliate of the Sponsor for office space and administrative services until the completion of a Business Combination or liquidation[186] - The underwriters are entitled to a deferred fee of approximately $8.1 million, contingent upon the completion of a Business Combination[187] Market and Securities - On March 11, 2024, the Company's securities were delisted from the NYSE due to falling below the required market capitalization of $40,000,000[148] - The Company entered into a Merger Agreement on August 12, 2024, with Uinta Integrated Infrastructure Inc., which is expected to be consummated after obtaining necessary approvals[151] - The Merger Agreement includes provisions for the conversion of SPAC securities into Holdings Class A Common Stock and warrants[153] - The company is not subject to any market or interest rate risk as of June 30, 2024, with net proceeds invested in U.S. government treasury bills or money market funds[190] - The company expects to generate non-operating income in the form of interest income on marketable securities held after the initial Public Offering[167]

Business Combination and Extensions - The Company extended the deadline for an initial Business Combination to February 15, 2024, with monthly extension deposits of $140,000 from August 2023 through January 2024 [136]. - The Company has deposited an aggregate of $3,310,000 in the Trust Account to extend the period to consummate a Business Combination to November 15, 2024 [140]. - The Company plans to allow for up to eight additional one-month extensions for the Business Combination deadline, totaling up to nine months after February 15, 2024 [138]. - The Company entered into a Merger Agreement on August 12, 2024, with Uinta Integrated Infrastructure Inc. and other parties, subject to stockholder approvals [143]. - The Merger Agreement includes provisions for the conversion of SPAC securities into equivalent securities of Holdings upon completion of the merger [145]. Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $2,292,526, driven by interest income of $674,258 and a gain on the change in fair value of warrant liabilities of $2,048,200 [160]. - The company incurred a net loss of $2,413,318 for the three months ended March 31, 2023, primarily due to operating costs of $450,901 and a non-cash change in fair value of warrant liabilities of $3,344,000 [161]. Cash and Trust Account Management - A total of $79,652,874 (approximately $10.83 per share) was withdrawn from the Trust Account to pay stockholders who redeemed their shares during the extension vote [137]. - Stockholders holding 4,573,860 shares redeemed their shares for a pro rata portion of the Trust Account, resulting in $50,312,460 (approximately $11.00 per share) being removed [139]. - The company withdrew an aggregate of $224,454,409 for payment to redeeming stockholders as of March 31, 2024 [167]. - The company intends to use substantially all funds held in the Trust Account to complete a Business Combination [168]. - The net proceeds held in the Trust Account have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 185 days or less, mitigating exposure to interest rate risk [178]. Working Capital and Financing - As of March 31, 2024, the company had cash of $2,079 and a working capital deficit of $10,812,101 [162]. - The company has incurred significant costs in pursuit of its acquisition plans and has less than 12 months to complete a Business Combination [171]. - The company has a promissory note with a related party for up to $770,000 to fund working capital [173]. - The Company issued an unsecured promissory note to borrow up to $750,000 to fund costs related to the initial business combination [140]. Stock and Securities - The company has a total of 7,665,386 Class A and Class B Common Stock shares outstanding following recent redemptions [139]. - As of March 31, 2024, 1,915,386 Class A common stock subject to possible redemption are presented at redemption value as temporary equity [177]. - The fair value of the warrant liabilities is subject to change based on assumptions related to expected share-price volatility, expected life, and risk-free interest rate [175]. - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling approximately $8.1 million, payable only upon completion of a Business Combination [174]. Non-Operating Income - The company expects to generate non-operating income in the form of interest income on marketable securities held after the initial Public Offering [159].

Core Viewpoint - The announcement of a Business Combination Agreement between Tar Sands Holdings II, LLC (TSHII) and Integrated Rail and Resources Acquisition Corp. (IRRX) aims to merge the two companies and subsequently list on NASDAQ, marking a significant step towards the optimization and restart of TSHII's refinery operations [1][3]. Company Overview - Tar Sands Holdings II, LLC is a privately held company established in 2013, controlling key real estate and natural resource development rights in the Uintah Basin, Utah, including permits for processing and refining certain natural resources [7]. - Integrated Rail and Resources Acquisition Corp. is a blank check company focused on mergers and acquisitions in natural resources, railroads, and related logistics [8]. - Cando Rail & Terminals is a leading provider of specialized rail operating services and terminal infrastructure in North America, facilitating industrial shippers in optimizing their supply chains [9]. Business Combination Details - The Business Combination is subject to regulatory approvals, shareholder approval from IRRX, and other customary closing conditions [4]. - A substantial contract negotiation is underway with a global integrated energy company for the purchase of feedstock products and the sale of refined commodities [2]. - The completion of the Business Combination is extended from August 15, 2024, to September 15, 2024, as per the investment management trust agreement [6]. Strategic Goals - The merger aims to unlock stranded commodities and natural resources, enhancing transportation optimizations and infrastructure to reach distant markets [3]. - The leadership of IRRX emphasizes the potential for job creation and economic development in the Uinta Basin and Northeast Utah as a result of the Business Combination [3].

Company Overview - The Company is a blank check company formed to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses [1] - The Company intends to focus its search for initial business combination targets on natural resources, railroads, and/or railroad logistics companies, or any combinations thereof [1] Business Combination Timeline - The Company received notice from its sponsor, DHIP Natural Resources Investments, LLC, indicating an extension of the time available to consummate a business combination from June 15, 2024, to July 15, 2024 [2]

Company Overview - The Company is a blank check company formed to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses [2] - The Company intends to focus its search for an initial business combination target on natural resources, railroads, and/or railroad logistics companies, or any combinations thereof [2] Business Combination Timeline - The Company has received notice from its sponsor, DHIP Natural Resources Investments, LLC, indicating an extension of the time available to consummate a business combination from June 15, 2024, to July 15, 2024 [3]

Business Combination and Extensions - Integrated Rail has engaged in extensive research to identify potential targets for its initial business combination, focusing on railroad companies and related sectors in North America[34]. - The company has extended its initial business combination period multiple times, with the latest extension allowing until November 15, 2024, for completion[36]. - The company has the right to extend the business combination period up to 36 months, subject to certain conditions[36]. - The company must complete its initial business combination by April 15, 2024, with a possible extension until November 15, 2024[99]. - The first extension of the business combination period was approved on February 8, 2023, allowing for additional time to complete a merger or acquisition[69]. - The Combination Period has been extended to September 15, 2023, with the possibility of five additional one-month extensions, contingent upon Board resolution and Sponsor request[70]. - The Company extended the Combination Period through March 15, 2024, with the right to extend it monthly up to eight times until November 15, 2024[156]. - The Company may complete an initial business combination even if a substantial majority of public stockholders do not agree, as there is no specified maximum redemption threshold[155]. - The Company will proceed with a Business Combination if it has net tangible assets of at least $5,000,001 upon consummation[212]. Share Redemptions - In connection with the First Extension Amendment Proposal, 9,155,918 shares were redeemed at $10.32 per share, totaling $94,489,075[44]. - For the Second Extension Amendment Proposal, 7,354,836 shares were redeemed at $10.83 per share, totaling $79,652,874[44]. - The Third Extension Amendment Proposal resulted in the redemption of 4,573,860 shares at $11.00 per share, totaling $50,312,460[44]. - As of February 12, 2024, there were 1,915,386 shares of Class A common stock issued and outstanding[44]. - Public stockholders may only receive approximately $11.01 per share on redemption as of December 31, 2023, or potentially less in certain circumstances[121]. - If too many public stockholders exercise their redemption rights, the company may not meet the minimum net tangible asset requirement of $5,000,001, hindering the completion of the initial business combination[109]. - Stockholders will not have rights to funds in the trust account except under limited circumstances, which may force them to sell shares at a loss[119]. - The per-share redemption amount for public stockholders may be less than $10.10 due to potential claims against the trust account[124]. - Stockholders redeemed 4,573,860 shares for approximately $50,312,460, resulting in a redemption value of about $11.00 per share[166]. Financial Position and Funding - The Company has approximately $1,750,000 available outside the trust account for working capital, with additional funding dependent on loans from the Sponsor or management team[123]. - The Company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000[223]. - As of December 31, 2023, the Company held $72,731,536 in Money Market Funds primarily invested in U.S. Treasury Securities, down from $237,537,270 in Investments in the Trust Account at fair value in United States Treasury Bills as of December 31, 2022[162]. - The Company has incurred significant costs in pursuit of its acquisition plans and has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[218]. - The Company has 6,489,246 shares of Class A common stock subject to possible redemption, valued at $10.10 per share, totaling approximately $65,000,000[227]. - The Company issued an additional unsecured promissory note allowing it to borrow up to $750,000 to fund costs related to an initial business combination[165]. Management and Strategy - The management team has extensive experience in operating railroad companies and developing market-access strategies for bulk commodity customers[58]. - The company aims to leverage synergies and economies of scale in the transportation of bulk commodities, which include grains, ores, and energy fuels[45]. - The company is targeting businesses with significant barriers to entry, particularly in the railroad and bulk commodity sectors, to achieve integrated efficiencies[63]. - The company believes that integration of production and transportation will enhance market share, pricing power, and profitability for both producers and transportation providers[56]. - The company aims to acquire businesses that are undervalued due to lack of cost-effective transport or regulatory challenges[62]. - The company plans to leverage its expertise to unlock stranded or underutilized production and transportation assets through strategic business combinations[54]. - The company has focused on identifying and conducting due diligence on potential target companies since its IPO on November 16, 2021[66]. Regulatory and Compliance Issues - The Company is classified as an "emerging growth company" and will maintain this status until November 16, 2026, unless it meets certain revenue or market value thresholds[92]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[97]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the initial business combination[144]. - The Company is exempt from certain SEC rules protecting investors in blank check companies due to having net tangible assets exceeding $5,000,000[120]. - The Company has not secured waivers from independent registered public accounting firm Marcum LLP and underwriters regarding claims to the trust account[126]. Market and Competitive Landscape - Demand for bulk commodities, including essential metals for electric vehicles, is expected to grow at least 5-fold by 2050, with potential pricing power for producers and transportation providers[55]. - The company faces competition from other entities with similar business objectives, which may limit its ability to complete an initial business combination[122]. - The anchor investors purchased approximately 86.96% of the units issued in the IPO, significantly reducing the available public float for the company's securities[39]. - The anchor investors collectively owned approximately 89.57% of the outstanding shares of common stock immediately following the IPO, which may limit other investors' influence on corporate decisions[152]. Delisting and Stockholder Rights - The NYSE commenced delisting of the Company's securities on March 11, 2024, and they were officially delisted on March 26, 2023[81]. - The Company intends to seek a listing on the Nasdaq Stock Market prior to or in connection with any business combination[81]. - The Company has the right to appeal the NYSE's delisting determination, and an application to the SEC for delisting is pending[168]. - The Company has agreed with its initial stockholders and anchor investors to vote in favor of the initial business combination, increasing the likelihood of approval[101]. - The Company’s certificate of incorporation allows for amendments with the approval of 65% of common stockholders, potentially facilitating business combinations that some stockholders may not support[157]. Financial Instruments and Valuation - The fair market value of the initial business combination must be at least 80% of the value of the assets held in the trust account[81]. - The fair value of the Company's warrant liabilities decreased from $1,316,000 at January 1, 2023, to $940,000 at December 31, 2023, reflecting a change in fair value of $(376,000)[161]. - The fair value of private placement warrants was estimated at $0.10 as of December 31, 2023, compared to $0.14 as of December 31, 2022[161]. - The risk-free interest rate used in the valuation of warrants was 3.77% as of December 31, 2023, down from 3.91% as of December 31, 2022[161]. - The fair value of the Public Warrants and Private Placement Warrants was estimated using an independent third-party valuation[228]. - The Company evaluates financial instruments to determine if they are derivatives or contain embedded derivatives according to ASC Topic 815[230]. - Derivative financial instruments classified as liabilities are recorded at fair value on the grant date and re-valued at each reporting date[230]. - The fair value hierarchy in ASC 820 requires maximizing observable inputs and minimizing unobservable inputs[232].