Core Viewpoint - Integrated Rail and Resources Acquisition Corp. (IRRX) has successfully completed its business combination with Tar Sands Holdings II, LLC (TSII), resulting in the formation of a new parent entity, Uinta Infrastructure Group Corp. (UIGC), aimed at advancing infrastructure in the Uinta Basin [1][2]. Group 1: Business Combination Details - Upon completion of the transaction, IRRX public shareholders who did not redeem their shares will become shareholders of UIGC [2]. - Outstanding IRRX warrants will be exchanged for UIGC warrants at a one-to-one ratio as per the Agreement and Plan of Merger [2]. - The business combination received approval from IRRX's stockholders on June 30, 2025, and trading of IRRX's Class A common stock, warrants, and units will cease following the closing [2]. Group 2: Leadership and Future Plans - UIGC will be led by Brian Feldott as Chief Executive Officer and is preparing to file an S-1 registration statement with the U.S. Securities and Exchange Commission to list its shares and warrants on a national stock exchange [3]. - The company aims to expedite the filing and review process, although UIGC's shares and warrants may not be eligible for trading on OTC markets or any other exchange until the S-1 is effective [3]. Group 3: Statements from Leadership - Mark Michel, Chairman of the Board of Directors, expressed satisfaction with reaching this milestone and emphasized the focus on finalizing the registration statement and preparing for a new public listing [4]. Group 4: Advisory Information - Stifel acted as the exclusive financial advisor to IRRX for the business combination, while Winston & Strawn LLP and Holland & Hart LLP served as legal counsel to IRRX and TSII, respectively [5].

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[214]. - The Company has deposited an aggregate of $8,053,228 into the Trust Account to extend the period for consummating a Business Combination to November 15, 2025[225]. - The Company plans to extend the Deadline Date from May 15, 2025, to June 15, 2025, with a deposit of $5,000[220]. - The Company approved an extension to the Deadline Date from September 15, 2025, to December 31, 2025, with a deposit of $1.00[224]. - The proposed Business Combination is expected to be consummated after obtaining necessary approvals from SPAC stockholders and TSH Company members[235]. - The Merger Agreement includes a condition that Available Closing Date Cash must be not less than $44 million[246]. - The Merger Agreement allows for termination if the Effective Time does not occur by July 15, 2025[247]. - The Merger Agreement's Termination Date has been extended to December 1, 2025, with ongoing discussions regarding the Business Combination[257]. Financial Performance - The Company had a net income of $5,995,512 for the three months ended September 30, 2025, primarily from interest and income earned on cash and investments in the Trust Account of $7,045 and a change in fair value of warrant liabilities of $6,980,000[263]. - For the nine months ended September 30, 2025, the Company reported a net loss of $5,562,621, which included a change in fair value of warrant liabilities of $2,508,000 and operating costs of $2,401,679[265]. - As of September 30, 2025, the Company had cash of $4,458 and a working capital deficit of $16,867,809[268]. - Cash used in operating activities for the nine months ended September 30, 2025 was $1,561,760, with changes in operating assets and liabilities providing $1,317,370 of cash[269]. Stockholder Activity - Stockholders redeemed a total of 7,354,836 shares for approximately $79,652,874, equating to about $10.83 per share[215]. - Stockholders redeemed 4,573,860 shares for approximately $50,312,460, or about $11.00 per share, during the February 2024 Special Meeting[217]. Debt and Financing - The Company issued an unsecured promissory note to Trident Point 2, LLC for up to $750,000 to fund costs related to an initial Business Combination[227]. - An additional unsecured promissory note was issued to Trident for up to $1,350,000, with a maturity date amended to July 15, 2025[228]. - The Company issued a convertible promissory note for $1,500,000, which will convert into shares of UIGC common stock upon the consummation of a Business Combination[230]. - The Company issued a Convertible Promissory Note of $300,000 to Paul Gonzalez, convertible into 60,000 shares of Holdings Common Stock upon the closing of the Business Combination[232]. - The Company has two promissory notes with a related party totaling $2,054,710 and a convertible promissory note for $1,500,000 outstanding as of September 30, 2025[280]. Regulatory and Compliance Issues - The Company received a notice from the NYSE on March 11, 2024, indicating proceedings to delist its Class A common stock due to falling below the $40 million market capitalization requirement[233]. - The Company's securities were delisted from the NYSE on March 11, 2024, and began trading on the OTC Pink market on March 12, 2024[234]. - The Company is involved in litigation with Tyr Energy, asserting claims for breach of a non-disclosure agreement related to the proposed Business Combination[252]. Accounting and Reporting - FASB issued ASU No. 2023-09, requiring additional income tax disclosures effective after December 15, 2024[284]. - The company is reviewing the impact of ASU 2023-09 on its financial statements[284]. - Management believes no recently issued accounting standards will materially affect consolidated financial statements[285]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures[286]. Other Agreements - The Company entered into a Crude Oil Supply, Offtake, and Processing Agreement with STUSCO, which includes a seven-year initial term with automatic two-year renewals[259]. - The Fourth Amendment to the Merger Agreement specifies the issuance of 820,000 shares of Holdings Class A Common Stock valued at $10.00 per share, totaling $8.2 million[255]. - The Company has incurred significant costs related to its acquisition plans and has less than 12 months to complete a Business Combination, raising concerns about its ability to continue as a going concern[278]. - The Company intends to use substantially all funds in the Trust Account to complete a Business Combination, with the possibility of withdrawing interest to pay taxes[275].

[PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) Presents the company's unaudited consolidated financial statements and management's analysis for the periods ended June 30, 2025 [Item 1: Consolidated Financial Statements](index=4&type=section&id=Item%201%3A%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Integrated Rail and Resources Acquisition Corp., highlighting significant net losses and a substantial working capital deficit that raise going concern doubts [Consolidated Condensed Balance Sheets](index=4&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) The balance sheet shows a significant decrease in cash and Trust Account investments, alongside a substantial increase in total liabilities, leading to a larger stockholders' deficit | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------------- | :------------------------ | :------------------ | | Cash | $20,313 | $39,938 | | Investments held in Trust Account | $666,143 | $3,237,676 | | Total Assets | $686,456 | $3,277,614 | | Accounts payable and accrued expenses | $2,771,011 | $2,594,035 | | Accrued excise tax | $3,077,899 | $2,649,197 | | Redemptions payable | $233,624 | — | | Warrant liabilities | $13,668,000 | $4,180,000 | | Total Liabilities | $37,614,578 | $25,617,910 | | Class A Common Stock subject to possible redemption | $387,193 | $3,148,662 | | Accumulated deficit | $(37,315,890) | $(25,489,533) | | Total Stockholders' Deficit | $(37,315,315) | $(25,488,958) | [Unaudited Consolidated Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Operations) The company reported significant net losses for the current periods, primarily due to increased warrant liabilities and operating expenses, contrasting with prior year net income | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating expenses | $449,001 | $213,679 | $1,484,603 | $485,807 | | Interest and income earned on cash and Trust investments | $22,297 | $272,004 | $56,553 | $946,262 | | Interest expense | $(54,629) | — | $(216,721) | — | | Change in fair value of warrant liabilities | $(7,607,000) | $(1,003,200) | $(9,488,000) | $1,045,000 | | Net (loss) income | $(8,206,798) | $(1,040,084) | $(11,558,133) | $1,252,442 | | Basic and diluted net (loss) income per share, Class A redeemable Common Stock | $(1.39) | $(0.14) | $(1.94) | $0.14 | | Basic and diluted net (loss) income per share, non-redeemable Common Stock | $(1.39) | $(0.14) | $(1.94) | $0.14 | [Unaudited Consolidated Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The total stockholders' deficit significantly increased from January 1, 2025, to June 30, 2025, driven by net losses and common stock remeasurement | Metric | January 1, 2025 | June 30, 2025 | | :--------------------------------------- | :---------------- | :---------------- | | Total Stockholders' Deficit | $(25,488,958) | $(37,315,315) | | Net loss (Six Months Ended June 30, 2025) | — | $(11,558,133) | | Remeasurement of Common Stock subject to redemption (Six Months Ended June 30, 2025) | — | $(237,957) | | Accrued excise tax on Common Stock redemptions (Six Months Ended June 30, 2025) | — | $(30,267) | [Unaudited Consolidated Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company experienced a net decrease in cash, with significant cash provided by investing activities and substantial cash used in operating and financing activities | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Used in Operating Activities | $(1,320,908) | $(433,026) | | Net Cash Provided by Investing Activities | $2,628,085 | $50,005,713 | | Net Cash Used in Financing Activities | $(1,326,802) | $(49,571,750) | | Net Change in Cash | $(19,625) | $937 | | Cash – End of Period | $20,313 | $1,126 | [Notes to Consolidated Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) These notes provide detailed disclosures on the company's organization, accounting policies, related party transactions, and fair value measurements, highlighting liquidity challenges and business combination efforts - The Company is a blank check company incorporated on March 12, 2021, for the purpose of effecting a business combination, which has not yet commenced operations as of June 30, 2025[16](index=16&type=chunk)[17](index=17&type=chunk) - The company was delisted from the NYSE on March 11, 2024, and its securities became available for trading on the over-the-counter (OTC Pink) market effective March 12, 2024[52](index=52&type=chunk)[53](index=53&type=chunk) - As of June 30, 2025, the Company had **$20,313 in cash** and a **working capital deficit of $15,876,265**, raising substantial doubt about its ability to continue as a going concern[85](index=85&type=chunk)[87](index=87&type=chunk) [NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN](index=8&type=section&id=NOTE%201%20%E2%80%93%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%2C%20AND%20GOING%20CONCERN) The company, a blank check SPAC, faces substantial doubt about its ability to continue as a going concern due to a working capital deficit and uncompleted business combination [Trust Extensions](index=11&type=section&id=Trust%20Extensions) The company has repeatedly extended its business combination deadline, leading to significant shareholder redemptions and reduced Trust Account funds | Event | Date | Shares Redeemed | Amount Withdrawn from Trust Account | Per Share Value | | :--------------------------------------- | :---------------- | :---------------- | :-------------------------------- | :---------------- | | February 2023 Special Meeting | February 2023 | 9,155,918 | $94,489,075 | ~$10.32 | | 2023 Annual Meeting | August 2023 | 7,354,836 | $79,652,874 | ~$10.83 | | February 2024 Special Meeting | February 2024 | 4,573,860 | $50,312,460 | ~$11.00 | | November 2024 Special Meeting | November 2024 | 1,665,727 | $19,470,737 | ~$11.69 | | May 2025 Extension Meeting | May 2025 | 207,559 | $2,764,686 | ~$13.32 | | June 2025 Special Meeting | June 30, 2025 | 16,528 | $233,624 | ~$14.14 | - Since November 2022, the Company has deposited an aggregate of **$8,053,225** into the Trust Account to extend the period to consummate a Business Combination to September 15, 2025[49](index=49&type=chunk) [Conversion of Class B shares to Class A shares](index=15&type=section&id=Conversion%20of%20Class%20B%20shares%20to%20Class%20A%20shares) All 5,750,000 outstanding Class B common stock shares were converted to Class A on November 13, 2024, retaining Founder Shares designation and transfer restrictions - On November 13, 2024, **5,750,000 shares of Class B common stock** were converted into Class A common stock, retaining their 'Founder Shares' designation and transfer restrictions[51](index=51&type=chunk) [NYSE Delisting](index=15&type=section&id=NYSE%20Delisting) The company's securities were delisted from the NYSE on March 11, 2024, due to failing market capitalization requirements and now trade on the OTC Pink market - The Company's Class A common stock, Units, and Warrants were delisted from the NYSE on March 11, 2024, for failing to maintain an average aggregate global market capitalization of at least **$40,000,000** over a 30-trading day period[52](index=52&type=chunk) - Effective March 12, 2024, the Company's securities became available for trading in the over-the-counter (OTC Pink) market[53](index=53&type=chunk) [Proposed Business Combination](index=15&type=section&id=Proposed%20Business%20Combination) The company entered a Merger Agreement with TSH Company and Holdings, amended multiple times, extending the termination date to September 15, 2025, with various conditions precedent - On August 12, 2024, the Company entered into a Merger Agreement with Uinta Integrated Infrastructure Inc. (Holdings) and Tar Sands Holdings II, LLC (TSH Company) for a proposed business combination[54](index=54&type=chunk) - The Merger Agreement's termination date was extended to August 31, 2025, and further to September 15, 2025, through amendments[78](index=78&type=chunk)[79](index=79&type=chunk) - Key closing conditions include SPAC stockholder approval, effectiveness of the Form S-4 registration statement, and Available Closing Date Cash of not less than **$44,000,000**[68](index=68&type=chunk) - On May 7, 2025, the Company entered into an exclusive Crude Oil Supply, Offtake, and Processing Agreement with Shell Trading (US) Company (STUSCO) for its Vernal, Utah facility, contingent on facility restoration and regulatory approvals[82](index=82&type=chunk) [Liquidity and Going Concern](index=23&type=section&id=Liquidity%20and%20Going%20Concern) The company reported a significant working capital deficit and limited cash at June 30, 2025, raising substantial doubt about its ability to continue as a going concern - At June 30, 2025, the Company had **$20,313 in cash** and a **working capital deficit of $15,876,265**[85](index=85&type=chunk) - Management has determined that these factors raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements[87](index=87&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=25&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting principles, including GAAP, emerging growth company status, net loss per share, warrant liabilities, income taxes, and recent accounting pronouncements - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[93](index=93&type=chunk)[95](index=95&type=chunk) - The Company applies the two-class method for calculating net (loss) income per common stock, with warrants and convertible notes not considered dilutive for the periods presented[100](index=100&type=chunk)[101](index=101&type=chunk) - The Company accounts for warrants as liability-classified instruments, re-measuring them at fair value at each balance sheet date, with changes recognized in the consolidated statements of operations[107](index=107&type=chunk)[108](index=108&type=chunk) - The Company recognized **$3,075,563 in excise tax payable** at June 30, 2025, including **$612,892 in interest and penalties**, related to the 1% excise tax on stock repurchases under the Inflation Reduction Act of 2022[127](index=127&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=34&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO on November 16, 2021, raising $230 million, with the Sponsor concurrently purchasing $9.4 million in Private Placement Warrants - The Company consummated its IPO on November 16, 2021, selling **23,000,000 units at $10.00 per unit**, generating **$230,000,000 in gross proceeds**[18](index=18&type=chunk) - Simultaneously, the Sponsor purchased **9,400,000 Private Placement Warrants for $9,400,000**, with a portion of these proceeds added to the Trust Account[19](index=19&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [NOTE 4 – RELATED PARTY TRANSACTIONS](index=34&type=section&id=NOTE%204%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) The company has significant related party transactions, including Founder Shares issuance, substantial loans from the Sponsor and Trident Point 2, LLC, and waived administrative services fees - The Sponsor initially paid **$25,000 for 5,750,000 Founder Shares** (Class B common stock), which were later converted to Class A common stock and are subject to transfer restrictions[138](index=138&type=chunk)[144](index=144&type=chunk) | Related Party Loan | Amount at June 30, 2025 | Amount at December 31, 2024 | | :--------------------------------------- | :------------------------ | :-------------------------- | | Note Payable—Sponsor | $5,393,225 | $5,393,225 | | Note Payable—related party (Trident) | $1,829,710 | $390,710 | | Convertible promissory note (BH Inc.) | $1,471,784 | $1,255,062 | | Working Capital Loan—related party | $17,935 | $17,935 | | Advances from related parties | $100,770 | $100,770 | - The Sponsor waived **$120,000 in administrative services fees** owed by the Company under an administrative services agreement in March 2025[157](index=157&type=chunk) [NOTE 5 – COMMITMENTS & CONTINGENCIES](index=38&type=section&id=NOTE%205%20%E2%80%93%20COMMITMENTS%20%26%20CONTINGENCIES) The company has commitments including registration rights, a deferred underwriting commission of $8.05 million, and potential investment banking advisory fees contingent on a business combination - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[159](index=159&type=chunk) - A deferred underwriting commission of **$8.05 million** is payable to underwriters from the Trust Account solely upon the completion of a Business Combination[160](index=160&type=chunk) - Investment banking advisory fees, contingent on the closing and specific terms of an initial Business Combination, will be the greater of **$4,250,000** or up to **0.65% of the acquisition value** if it exceeds **$900 million**[164](index=164&type=chunk) [NOTE 6 – WARRANT LIABILITIES](index=40&type=section&id=NOTE%206%20%E2%80%93%20WARRANT%20LIABILITIES) Warrants have an exercise price of $11.50 per share and expire five years post-business combination, with Private Placement Warrants being non-redeemable and exercisable cashless - Warrants have an exercise price of **$11.50 per share** and expire five years after a Business Combination, subject to adjustments based on certain equity issuances and market value conditions[167](index=167&type=chunk) - Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis as long as held by the Sponsor or its permitted transferees[168](index=168&type=chunk) [NOTE 7 – STOCKHOLDERS' DEFICIT](index=42&type=section&id=NOTE%207%20%E2%80%93%20STOCKHOLDERS%27%20DEFICIT) The company is authorized to issue preferred and Class A common stock, with 5,750,000 Class A shares outstanding at June 30, 2025, after all Class B shares converted - The Company is authorized to issue **1,000,000 shares of preferred stock** and **100,000,000 shares of Class A common stock**[174](index=174&type=chunk)[175](index=175&type=chunk) - As of June 30, 2025, there were **5,750,000 shares of Class A common stock** issued and outstanding (excluding 25,572 shares subject to possible redemption), and **0 shares of Class B common stock** outstanding[175](index=175&type=chunk)[176](index=176&type=chunk) - On November 13, 2024, all **5,750,000 shares of Class B common stock** were converted into Class A common stock[178](index=178&type=chunk) [NOTE 8 – FAIR VALUE MEASUREMENTS](index=42&type=section&id=NOTE%208%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) The company measures financial assets and liabilities like Trust Account investments, conversion event liability, and warrant liabilities at fair value, using various valuation levels and models | Description | Fair Value (June 30, 2025) | Fair Value (December 31, 2024) | | :--------------------------------------- | :------------------------- | :--------------------------- | | Investments held in Trust Account (Level 1) | $666,143 | $3,237,676 | | Conversion event liability (Level 3) | $702,878 | $684,887 | | Warrant Liability—Public Warrants (Level 1) | $6,900,000 | $2,300,000 (Level 3) | | Warrant Liability—Private Placement Warrants (Level 3) | $6,768,000 | $1,880,000 | | Valuation Input | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | **Conversion Event Liability (Level 3):** | | | | Share price | $17.00 | $10.01 | | Discount rate | 15.7% | 8.7% | | Probability of close | 60.0% | 60.0% | | Years to expiration | 0.04 | 0.38 | | Market adjustment for implied probability of acquisition | 18.4% | 9.82% | | **Private Placement Warrants (Level 3):** | | | | Share price | $17.00 | $10.01 | | Exercise price | $11.50 | $11.50 | | Years to expiration | 5.04 | 5.38 | | Volatility | 1.8% | 1.6% | | Risk-free rate | 3.72% | 4.30% | | Dividend yield | 0.00% | 0.00% | - At June 30, 2025, Public Warrants were valued using market prices (Level 1), while at December 31, 2024, they were valued using a binomial options pricing model (Level 3) due to insufficient trading activity[183](index=183&type=chunk) [NOTE 9 – SEGMENT INFORMATION](index=45&type=section&id=NOTE%209%20%E2%80%93%20SEGMENT%20INFORMATION) The company operates as a single segment, with its CEO as CODM, focusing on managing operating expenses and cash outflows related to its acquisition plans without operating revenue - The Company has identified its Chief Executive Officer as the chief operating decision maker (CODM) and operates as a single segment[192](index=192&type=chunk) - As a blank check company, it has not commenced operations or generated operating revenue, with its primary focus on managing operating expenses and cash outflows related to completing a Business Combination[193](index=193&type=chunk)[194](index=194&type=chunk) [NOTE 10 – SUBSEQUENT EVENTS](index=45&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) No material subsequent events requiring adjustment or additional disclosure were identified up to the financial statement issuance date beyond those already included - No material subsequent events were identified that would require adjustment or disclosure in the financial statements, other than those already disclosed in the Notes to the Consolidated Condensed Financial Statements[199](index=199&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operations, detailing trust extensions, redemptions, related party financing, NYSE delisting, and the proposed merger, highlighting liquidity challenges and going concern uncertainty - The Company is a blank check company formed to effect a Business Combination, using proceeds from its IPO and private placement warrants[201](index=201&type=chunk) - The Company has incurred significant net losses for the three and six months ended June 30, 2025, primarily due to changes in the fair value of warrant liabilities and increased operating costs[251](index=251&type=chunk)[253](index=253&type=chunk) - As of June 30, 2025, the Company had **$20,313 in cash** and a **working capital deficit of $15,876,265**, leading to substantial doubt about its ability to continue as a going concern[256](index=256&type=chunk)[267](index=267&type=chunk) [Overview](index=46&type=section&id=Overview) The company is a blank check company incorporated in March 2021, established to execute a business combination using funds from its IPO and private placement warrants - The Company is a blank check company incorporated on March 12, 2021, for the purpose of effecting a Business Combination[201](index=201&type=chunk) [Trust Extensions](index=46&type=section&id=Trust%20Extensions) The company has repeatedly extended its business combination deadline to September 15, 2025, through stockholder approvals and sponsor deposits, resulting in significant shareholder redemptions - The Company has extended its Business Combination deadline multiple times, with the latest extension pushing the deadline to September 15, 2025[215](index=215&type=chunk) - Shareholder redemptions occurred in connection with extension votes, including **$94.49 million** in February 2023, **$79.65 million** in August 2023, **$50.31 million** in February 2024, **$19.47 million** in November 2024, **$2.76 million** in May 2025, and **$0.23 million** in June 2025[204](index=204&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk)[210](index=210&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - An aggregate of **$8,053,225** has been deposited into the Trust Account by the Sponsor to facilitate these extensions[215](index=215&type=chunk) [Conversion of Class B Shares to Class A Shares](index=49&type=section&id=Conversion%20of%20Class%20B%20Shares%20to%20Class%20A%20Shares) All 5,750,000 outstanding Class B common stock shares were converted into Class A on November 13, 2024, retaining their Founder Shares status and transfer restrictions - On November 13, 2024, all **5,750,000 issued and outstanding Class B common stock shares** were converted into Class A common stock on a one-for-one basis[216](index=216&type=chunk) - These newly issued Class A common stock shares are referred to as Founder Shares and retain restrictions on assignment, transference, and selling[216](index=216&type=chunk) [Promissory Notes](index=49&type=section&id=Promissory%20Notes) The company holds several unsecured promissory notes from related parties and a convertible note from BH Inc., totaling significant amounts to fund working capital and business combination costs - The Company has unsecured promissory notes from Trident Point 2, LLC, totaling up to **$750,000** and **$1,350,000**, to fund working capital and business combination costs[217](index=217&type=chunk)[218](index=218&type=chunk) - An unsecured convertible promissory note to BH Inc. for up to **$1,500,000** will convert into **355,000 shares of UIGC's common stock** upon the business combination, or be repaid in cash if the combination fails[220](index=220&type=chunk) - Maturity dates for these promissory notes have been amended to the earlier of September 15, 2025, or the consummation of an initial Business Combination[219](index=219&type=chunk) [NYSE Delisting](index=49&type=section&id=NYSE%20Delisting) The company's securities were delisted from the NYSE on March 11, 2024, due to non-compliance with market capitalization requirements and now trade on the OTC Pink market - On March 11, 2024, the Company's securities were delisted from the NYSE due to falling below the **$40,000,000 average aggregate global market capitalization** standard[221](index=221&type=chunk) - Effective March 12, 2024, the Company's securities became available for trading in the over-the-counter (OTC Pink) market[222](index=222&type=chunk) [Proposed Business Combination](index=50&type=section&id=Proposed%20Business%20Combination) The company is pursuing a business combination via a Merger Agreement with Uinta Integrated Infrastructure Inc. and Tar Sands Holdings II, LLC, with an extended termination date and various closing conditions - The Company entered into a Merger Agreement on August 12, 2024, for a business combination with Uinta Integrated Infrastructure Inc. (Holdings) and Tar Sands Holdings II, LLC (TSH Company)[223](index=223&type=chunk) - The Merger Agreement's termination date was extended to September 15, 2025, through a Fourth Amendment on July 14, 2025[244](index=244&type=chunk)[245](index=245&type=chunk) - Key conditions to closing include SPAC Stockholder Approval, effectiveness of the Form S-4 registration statement, and Available Closing Date Cash of not less than **$44,000,000**[234](index=234&type=chunk) - On May 7, 2025, the Company entered into an exclusive Crude Oil Supply, Offtake, and Processing Agreement with Shell Trading (US) Company (STUSCO) for its Vernal, Utah facility[247](index=247&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) For the three and six months ended June 30, 2025, the company reported net losses primarily due to significant non-cash changes in warrant liabilities, increased operating expenses, and excise tax | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(8,206,798) | $(1,040,084) | $(11,558,133) | $1,252,442 | | Change in fair value of warrant liabilities | $(7,607,000) | $(1,003,200) | $(9,488,000) | $1,045,000 | | Operating costs | $449,001 | $213,679 | $1,484,603 | $485,807 | | Excise tax interest and penalties | $110,045 | — | $398,435 | — | | Interest and income earned on cash and Trust investments | $22,297 | $272,004 | $56,553 | $946,262 | [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) The company reported limited cash and a significant working capital deficit at June 30, 2025, relying on Trust Account funds and related party loans, raising substantial doubt about its going concern ability - At June 30, 2025, the Company had **$20,313 in cash** and a **working capital deficit of $15,876,265**[256](index=256&type=chunk) | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :--------------------------------------- | :----------- | :----------- | | Net Cash Used in Operating Activities | $(1,320,908) | $(433,026) | | Net Cash Provided by Investing Activities | $2,628,085 | $50,005,713 | | Net Cash Used in Financing Activities | $(1,326,802) | $(49,571,750) | - The Company has outstanding related party loans totaling **$5,393,225** from the Sponsor, **$1,829,710** from a related party, **$17,935** from a related party working capital loan, and a **$1,500,000 convertible promissory note**[264](index=264&type=chunk) - Management has determined that these factors raise substantial doubt about the Company's ability to continue as a going concern[267](index=267&type=chunk) [Off-Balance Sheet Financing Arrangements](index=58&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of June 30, 2025, the company had no off-balance sheet arrangements, such as unconsolidated entities, financial partnerships, or guaranteed debts - As of June 30, 2025, the Company had no obligations, assets, or liabilities considered off-balance sheet arrangements[268](index=268&type=chunk) [Contractual Obligations](index=58&type=section&id=Contractual%20Obligations) The company's contractual obligations include promissory notes from related parties, a convertible note, a deferred underwriting fee, and potential investment banking advisory fees contingent on acquisition closing - The Company has two promissory notes with a related party for an aggregate of **$1,829,710** and a convertible promissory note for **$1,500,000**[269](index=269&type=chunk) - An affiliate of the Sponsor is owed **$5,393,225** for costs related to extending the business combination deadline[269](index=269&type=chunk) - A deferred underwriting fee of approximately **$8.05 million** is payable upon the closing of an acquisition[160](index=160&type=chunk) - Investment banking advisory fees, contingent on acquisition closing, will be the greater of **$4,250,000** or up to **0.65% of the acquisition value** if it exceeds **$900 million**[270](index=270&type=chunk) [Critical Accounting Estimates](index=58&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve determining the fair value of derivative liabilities, including warrants and the convertible promissory note's conversion feature, relying on significant valuation assumptions - The determination of the fair value of Warrants and the conversion event feature of the convertible promissory note are critical accounting estimates[271](index=271&type=chunk) - These valuations utilize assumptions related to market activity, expected share-price volatility, expected time to consummating a business combination, risk-free interest rate, discount rate, probability of closing on a business combination, and a market adjustment for an implied probability of closing[271](index=271&type=chunk) [Recent Accounting Standards](index=58&type=section&id=Recent%20Accounting%20Standards) The company is evaluating the impact of the One Big Beautiful Bill Act and ASU No. 2023-09, with no other material adverse effects anticipated from recent accounting pronouncements - The Company is evaluating the impact of the One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, on its financial statements, though no significant impact is expected[272](index=272&type=chunk) - The Company is reviewing ASU No. 2023-09, effective for annual periods beginning after December 15, 2024, which will require enhanced income tax rate reconciliation and disaggregation of income taxes paid disclosures[273](index=273&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Integrated Rail and Resources Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[275](index=275&type=chunk) [Item 4. Control and Procedures](index=60&type=section&id=Item%204.%20Control%20and%20Procedures) The CEO and CFO concluded disclosure controls were ineffective as of June 30, 2025, due to a material weakness in calculating and paying funds from the Trust Account to redeeming shareholders - As of June 30, 2025, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective[277](index=277&type=chunk) - The ineffectiveness is attributed to a material weakness in internal control over financial reporting concerning the calculation of amounts due and payment of funds from the Trust Account to redeeming shareholders[277](index=277&type=chunk) - Management plans to remediate the material weakness by enhancing the control process around these calculations and payments[278](index=278&type=chunk) - There have been no changes in internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[279](index=279&type=chunk) [PART II—OTHER INFORMATION](index=61&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a lawsuit filed by Tyr Energy Utah Logistics, LLC alleging breach and tortious interference with a non-disclosure agreement, with motions to dismiss and remand pending - On September 6, 2024, Tyr Energy Utah Logistics, LLC filed a lawsuit against the Company, the Sponsor, and affiliates, alleging breach of and tortious interference with a non-disclosure and non-circumvention agreement[281](index=281&type=chunk) - The case was removed to federal court, where motions to dismiss for lack of personal jurisdiction, improper service, and failure to state a claim, as well as a motion to remand, are currently pending[282](index=282&type=chunk) - A hearing on these motions was held on August 7, 2025, and the parties are awaiting the court's decision[283](index=283&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed on March 24, 2025[284](index=284&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[285](index=285&type=chunk) [Item 3. Defaults Upon Senior Securities](index=61&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[286](index=286&type=chunk) [Item 4. Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Not applicable[287](index=287&type=chunk) [Item 5. Other Information](index=61&type=section&id=Item%205.%20Other%20Information) During the six months ended June 30, 2025, no director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - During the six months ended June 30, 2025, no director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement'[288](index=288&type=chunk) [Item 6. Exhibits](index=62&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including various amendments to the Certificate of Incorporation, the Offtake Agreement, and certifications - The exhibits include amendments to the Amended & Restated Certificate of Incorporation (3.1-3.8), By-Laws (3.9), Offtake Agreement (10.1), Amended and Restated Lender Note (10.2), and various certifications (31.1, 31.2, 32.1, 32.2)[290](index=290&type=chunk) [SIGNATURES](index=63&type=section&id=SIGNATURES) The report was signed on September 4, 2025, by Mark A. Michel, Chief Executive Officer and Chairman, and Timothy J. Fisher, Chief Financial Officer, President, and Vice Chairman - The report was signed on September 4, 2025, by Mark A. Michel, Chief Executive Officer and Chairman, and Timothy J. Fisher, Chief Financial Officer, President and Vice Chairman[294](index=294&type=chunk)

PART I—FINANCIAL INFORMATION [Item 1: Consolidated Financial Statements](index=4&type=section&id=Item%201%3A%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated condensed financial statements, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with comprehensive notes detailing the company's operations, accounting policies, related party transactions, commitments, and fair value measurements. It highlights the company's significant net loss for Q1 2025 and its ongoing efforts to complete a business combination [Consolidated Condensed Balance Sheets](index=4&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) The balance sheet shows a significant increase in total liabilities and stockholders' deficit from **December 31, 2024**, to **March 31, 2025**, primarily driven by increases in warrant liabilities and notes payable. Total assets also increased, mainly due to investments held in the Trust Account and cash Total Assets | Date | Amount ($) | | :--- | :--- | | March 31, 2025 | 3,646,136 | | December 31, 2024 | 3,277,614 | | **Change** | **+368,522** | Total Liabilities | Date | Amount ($) | | :--- | :--- | | March 31, 2025 | 29,337,767 | | December 31, 2024 | 25,617,910 | | **Change** | **+3,719,857** | Stockholders' Deficit | Date | Amount ($) | | :--- | :--- | | March 31, 2025 | (29,006,639) | | December 31, 2024 | (25,488,958) | | **Change** | **-3,517,681** | Key Liability Changes (March 31, 2025 vs. Dec 31, 2024) | Liability | March 31, 2025 ($) | Dec 31, 2024 ($) | Change ($) | | :-------------------------------- | :---------------- | :---------------- | :--------- | | Warrant liabilities | 6,061,000 | 4,180,000 | +1,881,000 | | Note Payable—related party | 1,729,710 | 390,710 | +1,339,000 | | Accrued excise tax | 2,937,587 | 2,649,197 | +288,390 | | Convertible promissory note, net | 1,417,154 | 1,255,062 | +162,092 | - Class A Common Stock subject to possible redemption increased from **$3,148,662** (**Dec 31, 2024**) to **$3,315,008** (**March 31, 2025**), reflecting a remeasurement increase of **$166,346**[8](index=8&type=chunk)[115](index=115&type=chunk) [Unaudited Consolidated Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Operations) The company reported a significant net loss of **$3,351,335** for the **three months** ended **March 31, 2025**, a stark contrast to the net income of **$2,292,526** in the same period of **2024**. This shift was primarily driven by a large negative change in the fair value of warrant liabilities and increased operating expenses, interest expense, and excise tax interest and penalties Net (Loss) Income | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | (3,351,335) | | 3 months ended March 31, 2024 | 2,292,526 | | **Change** | **-5,643,861** | Key Expense/Income Changes (3 months ended March 31, 2025 vs. 2024) | Item | 2025 ($) | 2024 ($) | Change ($) | | :-------------------------------- | :--------- | :--------- | :--------- | | Operating expenses | 1,035,602 | 272,128 | +763,474 | | Interest and income on cash and trust investments | 34,256 | 674,258 | -630,002 | | Interest expense | (162,092) | — | -162,092 | | Change in fair value of warrant liabilities | (1,881,000) | 2,048,200 | -3,929,200 | | Excise tax interest and penalties | (288,390) | — | -288,390 | Basic and Diluted Net (Loss) Income Per Share (Redeemable Class A Common Stock) | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | (0.56) | | 3 months ended March 31, 2024 | 0.24 | | **Change** | **-0.80** | [Unaudited Consolidated Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The total stockholders' deficit increased significantly from **$(25,488,958)** at **January 1, 2025**, to **$(29,006,639)** at **March 31, 2025**, primarily due to a net loss of **$3,351,335** and a remeasurement of common stock subject to redemption of **$166,346**. In the prior year, the deficit also increased due to excise tax and remeasurement, despite a net income Total Stockholders' Deficit | Date | Amount ($) | | :--- | :--- | | March 31, 2025 | (29,006,639) | | January 1, 2025 | (25,488,958) | | **Change** | **-3,517,681** | Components of Change (3 months ended March 31, 2025) | Item | Amount ($) | | :-------------------------------- | :--------- | | Net loss | (3,351,335) | | Remeasurement of Common Stock subject to redemption | (166,346) | Components of Change (3 months ended March 31, 2024) | Item | Amount ($) | | :-------------------------------- | :--------- | | Net income | 2,292,526 | | Accrued excise tax on Common Stock redemptions | (509,757) | | Remeasurement of Common Stock subject to redemption | (791,449) | [Unaudited Consolidated Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) For the **three months** ended **March 31, 2025**, the company experienced a net increase in cash of **$184,266**, primarily driven by cash provided by financing activities (**$1,339,000**), partially offset by cash used in operating activities (**$1,004,734**) and investing activities (**$150,000**). This contrasts with the prior year where cash provided by investing activities was substantial due to withdrawals from the Trust Account for redemptions Net Change in Cash | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | 184,266 | | 3 months ended March 31, 2024 | 1,890 | | **Change** | **+182,376** | Cash Flows from Operating Activities | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | (1,004,734) | | 3 months ended March 31, 2024 | (168,110) | | **Change** | **-836,624** | Cash Flows from Investing Activities | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | (150,000) | | 3 months ended March 31, 2024 | 50,072,460 | | **Change** | **-50,222,460** | Cash Flows from Financing Activities | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | 1,339,000 | | 3 months ended March 31, 2024 | (49,902,460) | | **Change** | **+51,241,460** | - Significant noncash activity for the **three months** ended **March 31, 2025**, included a remeasurement of Common Stock subject to redemption of **$166,346**[13](index=13&type=chunk) [Notes to Consolidated Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements%20%28Unaudited%29) These notes provide detailed explanations and disclosures supporting the consolidated condensed financial statements. They cover the company's nature as a SPAC, its IPO, the process of seeking a business combination, significant accounting policies, related party transactions, commitments, and the valuation methodologies for financial instruments. Key updates include multiple extensions to the business combination deadline, associated share redemptions, the proposed merger with TSH Company, and a non-binding offtake agreement with Shell Trading [NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN](index=8&type=section&id=NOTE%201%20%E2%80%93%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%2C%20AND%20GOING%20CONCERN) This note describes the company's formation as a blank check company, its IPO, the mechanism of its Trust Account, and the process for a business combination. It details numerous extensions to the combination deadline, resulting in significant share redemptions, the company's NYSE delisting, and the proposed merger with Tar Sands Holdings II, LLC (TSH Company). It also outlines a non-binding crude supply and offtake agreement with Shell Trading (US) Company (STUSCO) and raises substantial doubt about the company's ability to continue as a going concern [Company Overview and IPO](index=8&type=section&id=Company%20Overview%20and%20IPO) Integrated Rail and Resources Acquisition Corp. is a blank check company (SPAC) incorporated in Delaware on **March 12, 2021**, for the purpose of effecting a business combination. It completed its IPO on **November 16, 2021**, raising **$230,000,000** from **23,000,000 units** and an additional **$9,400,000** from private placement warrants - Company Type: Blank check company (SPAC) incorporated on **March 12, 2021**[15](index=15&type=chunk) - IPO Date: **November 16, 2021**[17](index=17&type=chunk) IPO and Private Placement Proceeds | Item | Amount ($) | | :--- | :--- | | IPO Gross Proceeds (23,000,000 units) | 230,000,000 | | Private Placement Warrants Gross Proceeds (9,400,000 warrants) | 9,400,000 | [Trust Account and Redemption Mechanism](index=8&type=section&id=Trust%20Account%20and%20Redemption%20Mechanism) Proceeds from the IPO and private placement warrants are held in a Trust Account, to be used for a business combination or redeemed to public shareholders if no combination is completed. Public shareholders have redemption rights for a pro rata portion of the Trust Account funds, while initial stockholders waive these rights for their Founder Shares - Trust Account holds IPO and private placement proceeds for Business Combination or redemption[21](index=21&type=chunk) - Public Stockholders can redeem shares for a pro rata portion of Trust Account funds (initially **$10.10 per share** plus interest, less taxes)[23](index=23&type=chunk) - Initial Stockholders waive redemption rights for Founder Shares; underwriters waive rights to deferred underwriting commission if no Business Combination is completed[25](index=25&type=chunk)[29](index=29&type=chunk) [Trust Extensions and Redemptions](index=11&type=section&id=Trust%20Extensions%20and%20Redemptions) The company has repeatedly extended its deadline to complete a Business Combination through various stockholder meetings and deposits into the Trust Account by the Sponsor. These extensions have led to significant redemptions of public shares, reducing the number of outstanding shares and the funds in the Trust Account - Initial Combination Period was **12 months** from IPO (**November 16, 2021**)[33](index=33&type=chunk) - Sponsor deposited **$2,300,000** in November 2022 for a **3-month extension**; subsequent extensions involved monthly deposits (e.g., **$140,000**, **$50,000**, **$5,000**)[33](index=33&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - Total deposits for extensions as of the **10-Q** filing date aggregated **$7,998,225**, extending the period to consummate a Business Combination to **June 15, 2025**[45](index=45&type=chunk) Significant Share Redemptions | Event | Shares Redeemed | Amount Withdrawn ($) | Per Share Value ($) | | :-------------------------------- | :---------------- | :------------------- | :------------------ | | February 2023 Special Meeting | 9,155,918 | 94,489,075 | ~10.32 | | August 2023 Annual Meeting | 7,354,836 | 79,652,874 | ~10.83 | | February 2024 Special Meeting | 4,573,860 | 50,312,460 | ~11.00 | | November 2024 Special Meeting | 1,665,727 | 2,764,686 (owed) | ~13.32 | | May 2025 Extension Meeting | 207,559 | 2,764,686 (removed) | ~13.32 | [Conversion of Class B shares to Class A shares](index=13&type=section&id=Conversion%20of%20Class%20B%20shares%20to%20Class%20A%20shares) On **November 13, 2024**, all **5,750,000** outstanding Class B common stock shares were converted into Class A common stock on a one-for-one basis. These newly issued Class A shares retain their "Founder Shares" designation and associated transfer restrictions - All **5,750,000 Class B common stock shares** converted to Class A common stock on **November 13, 2024**[46](index=46&type=chunk) - Newly issued Class A shares continue to be referred to as Founder Shares and retain transfer restrictions[46](index=46&type=chunk) [NYSE Delisting](index=13&type=section&id=NYSE%20Delisting) The Company's securities were delisted from the NYSE on **March 11, 2024**, due to falling below the minimum market capitalization requirement (**$40,000,000**). Trading subsequently moved to the over-the-counter (OTC Pink) market effective **March 12, 2024** - Delisted from NYSE on **March 11, 2024**[49](index=49&type=chunk) - Reason for delisting: Failed to maintain an average aggregate global market capitalization of at least **$40,000,000**[48](index=48&type=chunk) - Trading moved to the over-the-counter (OTC Pink) market effective **March 12, 2024**[49](index=49&type=chunk) [Proposed Business Combination](index=15&type=section&id=Proposed%20Business%20Combination) On **August 12, 2024**, the Company entered into a Merger Agreement to combine with Tar Sands Holdings II, LLC (TSH Company). The transaction involves a SPAC Merger and a Company Merger, resulting in TSH Company becoming a subsidiary of Holdings, and SPAC security holders receiving equivalent Holdings securities. The merger is subject to customary closing conditions, including SPAC stockholder approval and a minimum available cash of **$44,000,000** - Merger Agreement signed on **August 12, 2024**, with Tar Sands Holdings II, LLC ("TSH Company")[51](index=51&type=chunk) - Transaction structure involves a SPAC Merger and a Company Merger, with SPAC security holders receiving equivalent securities of Holdings[51](index=51&type=chunk)[55](index=55&type=chunk) - Key closing conditions include SPAC Stockholder Approval, effectiveness of Form S-4 registration, and Available Closing Date Cash of not less than **$44,000,000**[63](index=63&type=chunk)[65](index=65&type=chunk) - The Merger Agreement may be terminated if the Effective Time has not occurred prior to **July 15, 2025**[66](index=66&type=chunk) [Ancillary Agreements](index=20&type=section&id=Ancillary%20Agreements) In connection with the Merger Agreement, several ancillary agreements were executed or will be entered into, including Sponsor and Company Support Agreements (for voting in favor of the merger), a Registration Rights Agreement (for resale of Holdings securities), and a Warrant Amendment (governing Holdings Public Warrants) - Sponsor and Company Support Agreements require voting in favor of the proposed Business Combination[70](index=70&type=chunk) - A Registration Rights Agreement will provide certain TSH Company equity holders with rights for resale of Holdings securities[71](index=71&type=chunk) - A Warrant Amendment will govern the terms and conditions of the Holdings Public Warrants[72](index=72&type=chunk) [Litigation](index=20&type=section&id=Litigation) On **September 6, 2024**, Tyr Energy Utah Logistics, LLC filed a lawsuit against the Company, Sponsor, and affiliates, alleging breach of and tortious interference with a non-disclosure and non-circumvention agreement related to the proposed Business Combination. The defendants dispute liability and intend to vigorously defend - Tyr Energy Utah Logistics, LLC filed suit on **September 6, 2024**, alleging breach of and tortious interference with a non-disclosure and non-circumvention agreement[73](index=73&type=chunk) - The Company and other defendants dispute liability and intend to vigorously defend against the claims[73](index=73&type=chunk) [Amendments to Merger Agreement and Sponsor Support Agreement](index=20&type=section&id=Amendments%20to%20Merger%20Agreement%20and%20Sponsor%20Support%20Agreement) On **November 8, 2024**, the Merger Agreement was amended to replace SPAC Parties with Uinta Infrastructure Group Corp. (UIGC) and its subsidiaries, permit Class B to Class A common stock conversion, and waive certain breaches. The Sponsor Support Agreement was also amended to reflect the replacement of Holdings with UIGC - Merger Agreement amended on **November 8, 2024**, to replace SPAC Parties with Uinta Infrastructure Group Corp. (UIGC) and its subsidiaries[74](index=74&type=chunk) - Amendment permitted the conversion of SPAC Class B Common Stock to Class A and waived certain representations or interim covenants[74](index=74&type=chunk) - Sponsor Support Agreement also amended on **November 8, 2024**, to replace Holdings with UIGC[75](index=75&type=chunk) [Entry into Non-Binding Letter of Intent with Shell Trading](index=21&type=section&id=Entry%20into%20Non-Binding%20Letter%20of%20Intent%20with%20Shell%20Trading) On **November 6, 2024**, the Company entered into a non-binding letter of intent with Shell Trading (US) Company (STUSCO) for a crude supply and offtake agreement, conditioned on the closing of the proposed Business Combination. STUSCO would be the exclusive supplier of crude feedstock to the Vernal, Utah facility and exclusive purchaser of refined products for an initial **7-year term**, with potential renewals. The agreement includes a minimum revenue commitment from STUSCO and a profit-sharing split - Non-binding letter of intent for crude supply and offtake agreement with Shell Trading (**US**) **Company** (**STUSCO**) entered on **November 6, 2024**, with a formal agreement on **May 7, 2025**[77](index=77&type=chunk)[81](index=81&type=chunk)[206](index=206&type=chunk) - **STUSCO** will be the exclusive supplier of crude feedstock and exclusive purchaser of refined products for the facility's initial Nameplate Capacity[80](index=80&type=chunk)[81](index=81&type=chunk) - Initial term is **7 years** from the In-Service Date (expected **December 31, 2028**), with automatic **2-year renewal periods**[78](index=78&type=chunk)[81](index=81&type=chunk) - **STUSCO** will pay a monthly minimum revenue commitment of **$400,000** for **five years**, totaling **$25,000,000**[87](index=87&type=chunk)[258](index=258&type=chunk) - A **50%/50%** profit-sharing split applies to positive differentials (Crack exceeding Processing Fee + Monthly Minimum Revenue Commitment), adjusting to **75% Company / 25% STUSCO** after the initial term or total minimum revenue commitment is met[88](index=88&type=chunk)[89](index=89&type=chunk)[259](index=259&type=chunk)[261](index=261&type=chunk) [Waiver to Merger Agreement](index=23&type=section&id=Waiver%20to%20Merger%20Agreement) On **April 30, 2025**, parties waived the condition requiring Holdings Class A Common Stock and Public Warrants to be listed on a National Exchange for **90 days** post-closing. In return, SPAC agreed to pay the Company **$120,000 monthly** if listing is not achieved by the end of the waiver period, up to **$4,000,000** - Waiver to Merger Agreement signed on **April 30, 2025**, waiving the condition for Holdings Class A Common Stock and Public Warrants to be listed on a National Exchange for **90 days** post-closing[94](index=94&type=chunk) - SPAC agreed to make monthly payments of **$120,000** to the **Company**, up to **$4,000,000**, if the listing is not achieved by the end of the waiver period[94](index=94&type=chunk) [Liquidity and Going Concern](index=23&type=section&id=Liquidity%20and%20Going%20Concern) As of **March 31, 2025**, the Company had **$224,204** in cash and a working capital deficit of **$15,002,563**. Management has determined that these factors, combined with the less than **12 months** remaining to complete a Business Combination before liquidation, raise substantial doubt about the Company's ability to continue as a going concern Liquidity Snapshot (March 31, 2025) | Item | Amount ($) | | :--- | :--- | | Cash | 224,204 | | Working Capital Deficit | (15,002,563) | - Substantial doubt exists about the Company's ability to continue as a going concern due to the working capital deficit and the requirement to complete a Business Combination within **12 months** or liquidate[96](index=96&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=25&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the accounting principles used in preparing the financial statements, including the basis of presentation, consolidation, and the company's status as an emerging growth company. It details key accounting estimates and policies for net loss per share, redeemable common stock, warrants, derivatives, and the convertible promissory note, emphasizing fair value measurements. It also covers income tax accounting, the impact of the excise tax, recent accounting pronouncements, and the treatment of cash and trust account investments [Basis of Presentation and Principles of Consolidation](index=25&type=section&id=Basis%20of%20Presentation%20and%20Principles%20of%20Consolidation) The unaudited consolidated condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations. They include the accounts of the Company and its wholly-owned subsidiaries, with all intercompany transactions eliminated - Financial statements prepared in accordance with GAAP for interim information and SEC regulations (Form **10-Q**, Article **8** and **10** of Regulation S-X)[99](index=99&type=chunk) - Consolidated financial statements include the Company and its wholly-owned subsidiaries, with all intercompany transactions eliminated[101](index=101&type=chunk) [Emerging Growth Company Status](index=25&type=section&id=Emerging%20Growth%20Company%20Status) The Company is an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements, including extended transition periods for new accounting standards. The Company has elected not to opt out of this extended transition period - The Company is an "emerging growth company" as defined in Section **2(a)** of the Securities Act, modified by the JOBS Act[103](index=103&type=chunk) - Benefits include exemptions from auditor attestation, reduced executive compensation disclosures, and an extended transition period for new accounting standards[103](index=103&type=chunk) - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[105](index=105&type=chunk) [Key Accounting Estimates and Policies](index=26&type=section&id=Key%20Accounting%20Estimates%20and%20Policies) The preparation of financial statements requires significant management estimates, particularly for the fair value of warrant liabilities. The company applies the two-class method for net (loss) income per common stock, classifying redeemable Class A common stock as temporary equity. Warrants are classified as liability instruments and re-measured at fair value, with changes recognized in operations. The convertible promissory note's conversion feature is treated as an embedded derivative, bifurcated, and reported at fair value - Significant accounting estimates include the fair value of warrant liabilities[108](index=108&type=chunk) - Net (loss) income per common stock is computed using the two-class method; redeemable Class A common stock accretion is excluded[110](index=110&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and measured at redemption value[114](index=114&type=chunk) - Warrant liabilities are recorded at initial fair value and re-valued at each balance sheet date, with changes recognized in the consolidated statements of operations[117](index=117&type=chunk) - The conversion feature of the convertible promissory note is treated as an embedded derivative, bifurcated, and reported at fair value as a conversion event liability[120](index=120&type=chunk) - Stock-based compensation for Founder Shares is not recognized as a Business Combination is not yet considered probable[127](index=127&type=chunk) [Income Taxes and Excise Tax](index=28&type=section&id=Income%20Taxes%20and%20Excise%20Tax) The Company applies ASC Topic **740** for income taxes, using an asset and liability approach. Its effective tax rate for Q1 **2025** was **(0.2)%**, differing from the statutory **21%** due to warrant fair value changes, tax interest/penalties, and valuation allowances. The Inflation Reduction Act of **2022** introduced a **1% excise tax** on stock repurchases, which may apply to redemptions after **December 31, 2022**. The Company has recognized significant excise tax payable, including interest and penalties - Effective tax rate for the **three months** ended **March 31, 2025**, was **(0.2)%**, differing from the statutory **21%** due to warrant fair value changes, tax interest/penalties, and valuation allowances[128](index=128&type=chunk) - The Inflation Reduction Act of **2022** introduced a **1% excise tax** on stock repurchases after **December 31, 2022**, which may apply to redemptions[130](index=130&type=chunk) Excise Tax Payable | Date | Amount ($) | Interest and Penalties ($) | | :--- | :--- | :--- | | March 31, 2025 | 2,937,587 | 502,847 | | December 31, 2024 | 2,649,197 | 214,457 | - The excise tax liability related to share redemptions is offset against accumulated deficit, while interest and penalties are reported in other income, net[134](index=134&type=chunk) [Recent Accounting Pronouncements](index=32&type=section&id=Recent%20Accounting%20Pronouncements) The FASB issued ASU No. **2023-09**, "Income Taxes (Topic **740**): Improvements to Income Tax Disclosures," effective for annual periods after **December 15, 2024**, requiring enhanced income tax rate reconciliation and disaggregation of taxes paid. The Company is evaluating its impact - ASU No. **2023-09**, "Income Taxes (Topic **740**): Improvements to Income Tax Disclosures," will require additional information in income tax rate reconciliation and disaggregation of taxes paid[137](index=137&type=chunk) - Effective for annual periods beginning after **December 15, 2024**; the Company is currently reviewing its impact[137](index=137&type=chunk) [Cash and Investments](index=32&type=section&id=Cash%20and%20Investments) The Company considers short-term investments with original maturities of **three months** or less as cash equivalents, though it had none as of **March 31, 2025**, and **December 31, 2024**. Funds in the Trust Account are primarily invested in Money Market Funds holding **U.S.** Treasury Securities, measured at fair value (**Level 1**) - No cash equivalents as of **March 31, 2025**, and **December 31, 2024**[139](index=139&type=chunk) - Investments held in Trust Account primarily consist of Money Market Funds invested in **U.S.** Treasury Securities, measured at **Level 1** fair value[140](index=140&type=chunk)[194](index=194&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=33&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) The Sponsor purchased **9,400,000 Private Placement Warrants** for **$9,400,000** concurrently with the IPO. These warrants are exercisable at **$11.50 per share** and will expire worthless if a Business Combination is not completed. They are non-redeemable and exercisable on a cashless basis as long as held by the Sponsor or permitted transferees - Sponsor purchased **9,400,000 Private Placement Warrants** for **$9,400,000** concurrently with the IPO[142](index=142&type=chunk) - Each warrant is exercisable for **one share** of Class A common stock at **$11.50 per share**[143](index=143&type=chunk) - Private Placement Warrants will expire worthless if the Company does not complete a Business Combination and are non-redeemable and exercisable on a cashless basis if held by the Sponsor or permitted transferees[143](index=143&type=chunk) [NOTE 4 – RELATED PARTY TRANSACTIONS](index=33&type=section&id=NOTE%204%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) The Company has several related party transactions, including the issuance of Founder Shares to the Sponsor and independent directors, and various loans from the Sponsor and Trident Point **2**, LLC (a related party). The Sponsor also provided administrative services, for which fees were waived in **March 2025** - Sponsor paid **$25,000** for **5,750,000 Class B common stock** (Founder Shares), with some transferred to independent directors[144](index=144&type=chunk) - Fair value of share-based compensation for director transfers was **$667,250** (**April 2021/March 2022**) and **$74,637** (**December 2022**)[145](index=145&type=chunk)[147](index=147&type=chunk) - All **5,750,000 Class B common stock** converted to Class A on **November 13, 2024**, retaining Founder Share status and transfer restrictions[150](index=150&type=chunk) Related Party Loans (Outstanding as of March 31, 2025) | Loan Type | Lender | Amount ($) | Purpose | Maturity | | :-------------------------------- | :------- | :--------- | :-------------------------------- | :------- | | Note Payable—Related Party | Trident Point 2, LLC | 1,729,710 | Working capital, Business Combination costs | July 15, 2025 | | Note Payable—Sponsor | Sponsor | 5,393,225 | Extension purposes | Upon Business Combination | | Working Capital Loan—Related Party | Sponsor | 17,935 | Business Combination costs | Upon Business Combination | | Convertible Promissory Note | BH Inc. | 1,500,000 | General | Upon Business Combination | - Administrative services fees of **$120,000** owed to the Sponsor were waived in **March 2025**[163](index=163&type=chunk) [NOTE 5 – COMMITMENTS & CONTINGENCIES](index=37&type=section&id=NOTE%205%20%E2%80%93%20COMMITMENTS%20%26%20CONTINGENCIES) The Company has commitments related to registration rights for certain security holders, deferred underwriting commissions payable upon a Business Combination, and an investment banking advisory agreement with contingent fees. Warrants are accounted for as liabilities and are subject to re-measurement - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[165](index=165&type=chunk) - A deferred underwriting commission of **$8.05 million** is payable to underwriters upon completion of a Business Combination[166](index=166&type=chunk) - Warrants are classified as liabilities and re-measured at fair value at each balance sheet date, with changes recognized in the consolidated statements of operations[167](index=167&type=chunk) - Investment banking advisory fees (greater of **$4,250,000** or up to **0.65%** of acquisition value if >**$900M**) are contingent on the consummation and specific terms of an initial Business Combination; no accrual has been made[170](index=170&type=chunk) [NOTE 6 – WARRANT LIABILITIES](index=39&type=section&id=NOTE%206%20%E2%80%93%20WARRANT%20LIABILITIES) Warrants have an exercise price of **$11.50 per share** and expire **five years** after a Business Combination. Their exercise price and redemption trigger price (**$18.00**) are subject to adjustment under certain conditions related to future equity issuances and market value. Private Placement Warrants are non-redeemable and exercisable on a cashless basis if held by initial purchasers or permitted transferees - Warrants have an exercise price of **$11.50 per share** and expire **five years** after the completion of a Business Combination[173](index=173&type=chunk) - The exercise price and the **$18.00 per share** redemption trigger price are subject to adjustment based on future equity issuances and market value conditions[173](index=173&type=chunk) - Private Placement Warrants are non-redeemable and exercisable on a cashless basis as long as held by the Sponsor or its permitted transferees[174](index=174&type=chunk) - Public Warrants may be redeemed at **$0.01 per warrant** if the Class A common stock price is at least **$18.00** for **20 trading days** within a **30-day period**, subject to an effective registration statement[175](index=175&type=chunk)[177](index=177&type=chunk) [NOTE 7 – STOCKHOLDERS' DEFICIT](index=41&type=section&id=NOTE%207%20%E2%80%93%20STOCKHOLDERS%27%20DEFICIT) The Company is authorized to issue Preferred Stock (**1,000,000 shares**), Class A Common Stock (**100,000,000 shares**), and Class B Common Stock (**10,000,000 shares**). As of **March 31, 2025**, no Preferred Stock or Class B Common Stock was outstanding. **5,750,000 Class A Common Stock shares** were outstanding (excluding redeemable shares), which includes the converted Founder Shares Authorized Shares | Class | Authorized Shares | | :--- | :--- | | Preferred Stock | 1,000,000 | | Class A Common Stock | 100,000,000 | | Class B Common Stock | 10,000,000 | Outstanding Shares (March 31, 2025) | Class | Outstanding Shares | | :--- | :--- | | Preferred Stock | 0 | | Class A Common Stock (excluding redeemable) | 5,750,000 | | Class B Common Stock | 0 | - All **5,750,000 Class B shares** converted to Class A on **November 13, 2024**, and are referred to as Founder Shares with transfer restrictions[184](index=184&type=chunk) [NOTE 8 – FAIR VALUE MEASUREMENTS](index=41&type=section&id=NOTE%208%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) The Company measures certain financial assets and liabilities at fair value using a hierarchy (**Level 1**, **2**, **3**). Investments in the Trust Account are **Level 1**. The conversion event liability and warrant liabilities (Public and Private Placement Warrants) are **Level 3**, valued using complex models with unobservable inputs like stock price, discount rate, probability of closing, and volatility - Investments held in Trust Account are **Level 1** fair value measurements[194](index=194&type=chunk) - Conversion event liability and warrant liabilities (Public and Private Placement Warrants) are **Level 3** fair value measurements[185](index=185&type=chunk) Key Inputs for Conversion Event Liability Valuation (March 31, 2025) | Input | Value | | :--- | :--- | | Share price | $11.25 | | Discount rate | 11.3% | | Probability of close | 60.0% | | Years to expiration | 0.13 | | Market adjustment for implied probability of acquisition | 26.13% | Key Inputs for Warrant Liabilities Valuation (March 31, 2025) | Input | Value | | :--- | :--- | | Share price | $11.25 | | Exercise price | $11.50 | | Years to expiration | 5.13 | | Volatility | 2.2% | | Risk-free rate | 3.89% | | Dividend yield | 0.00% | Changes in Fair Value of Level 3 Financial Liabilities (3 months ended March 31, 2025) | Item | Change in Fair Value ($) | | :-------------------------------- | :----------------------- | | Private Placement Warrants | +846,000 | | Public Warrants | +1,035,000 | | Conversion Feature | +12,656 | [NOTE 9 – SEGMENT INFORMATION](index=44&type=section&id=NOTE%209%20%E2%80%93%20SEGMENT%20INFORMATION) The Company operates as a single segment, with the CEO identified as the Chief Operating Decision Maker (CODM). As a blank check company, it has no operating revenue and focuses on managing operating expenses and cash outflows to complete a Business Combination - The Company has only **one** operating segment, with the Chief Executive Officer as the Chief Operating Decision Maker (**CODM**)[197](index=197&type=chunk) - As a blank check company, it has no operating revenue and focuses on managing operating expenses and cash outflows to complete a Business Combination[198](index=198&type=chunk)[199](index=199&type=chunk) - The **CODM** monitors significant expenses including operating expenses, excise tax interest and penalties, provision for income taxes, interest expense, and changes in fair value of warrant liabilities and conversion event liability[201](index=201&type=chunk) [NOTE 10 – SUBSEQUENT EVENTS](index=45&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) After the balance sheet date, the Company entered into a Crude Oil and Crude Oil Products Supply, Offtake and Processing Agreement with **STUSCO** on **May 7, 2025**. Stockholders also approved the **May 2025** Extension Amendment Proposal on **May 13, 2025**, extending the Business Combination deadline to **June 15, 2025** (with a further option to **July 15, 2025**), leading to additional share redemptions and an amendment to a related party promissory note. An amendment to remove the **$5,000,001** net tangible asset limitation for redemptions was also approved - Entered into a Crude Oil and Crude Oil Products Supply, Offtake and Processing Agreement with **STUSCO** on **May 7, 2025**[206](index=206&type=chunk) - Stockholders approved the **May 2025** Extension Amendment Proposal on **May 13, 2025**, extending the Business Combination deadline to **June 15, 2025**, with an option to extend to **July 15, 2025**[207](index=207&type=chunk) - The **May 2025** Extension Meeting resulted in the redemption of **207,559 shares**, with **$2,764,686** owed to redeeming stockholders[208](index=208&type=chunk) - Approved the NTA Amendment Proposal to remove the **$5,000,001** net tangible asset limitation for redemptions[210](index=210&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results, reiterating much of the information from the financial statements and notes. It highlights the Company's status as a blank check company, the ongoing efforts to complete a Business Combination, the various extensions and associated redemptions, the proposed merger with TSH Company, and the non-binding letter of intent with STUSCO. It also details the significant net loss for Q1 2025 and the liquidity challenges, emphasizing the going concern doubt - The Company is a blank check company formed to effect a Business Combination[213](index=213&type=chunk) - Multiple trust extensions have been approved, with Sponsor deposits, extending the Business Combination deadline to **June 15, 2025**[214](index=214&type=chunk)[225](index=225&type=chunk) - Significant share redemptions occurred in connection with extension votes, reducing the number of outstanding shares and funds in the Trust Account[216](index=216&type=chunk)[218](index=218&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk)[224](index=224&type=chunk) - All **5,750,000 Class B shares** converted to Class A on **November 13, 2024**[227](index=227&type=chunk) - The Company was delisted from the NYSE on **March 11, 2024**, and now trades on the OTC Pink market[231](index=231&type=chunk)[232](index=232&type=chunk) - A Merger Agreement with TSH Company was signed on **August 12, 2024**, with subsequent amendments, subject to stockholder approval and a minimum of **$44,000,000** in available cash[233](index=233&type=chunk)[244](index=244&type=chunk) - A non-binding letter of intent with **STUSCO** for exclusive crude supply and product offtake is contingent on the merger closing, including a minimum revenue commitment[253](index=253&type=chunk)[258](index=258&type=chunk) - For the **three months** ended **March 31, 2025**, the Company reported a net loss of **$3,351,335**, primarily due to changes in warrant liabilities, operating costs, and excise tax interest and penalties[268](index=268&type=chunk) - As of **March 31, 2025**, the Company had **$224,204** in cash and a working capital deficit of **$15,002,563**, raising substantial doubt about its ability to continue as a going concern[270](index=270&type=chunk)[278](index=278&type=chunk) [Overview](index=46&type=section&id=Overview) The Company is a blank check company incorporated on **March 12, 2021**, for the purpose of effecting a Business Combination, utilizing proceeds from its IPO and private placement warrants - The Company is a blank check company formed on **March 12, 2021**, to effect a Business Combination[213](index=213&type=chunk) - It intends to use cash from its IPO and the sale of Private Placement Warrants, along with shares or debt, for the Business Combination[213](index=213&type=chunk) [Trust Extensions](index=46&type=section&id=Trust%20Extensions) The Company has repeatedly extended its deadline to complete a Business Combination through various stockholder meetings and deposits into the Trust Account by the Sponsor. These extensions have led to significant redemptions of public shares, reducing the number of outstanding shares and the funds in the Trust Account - Initial Combination Period was **12 months** from IPO (**November 16, 2021**)[214](index=214&type=chunk) - Sponsor deposited **$2,300,000** in November 2022 for a **3-month extension**; subsequent extensions involved monthly deposits (e.g., **$140,000**, **$50,000**, **$5,000**)[215](index=215&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk)[221](index=221&type=chunk)[223](index=223&type=chunk) - Total deposits for extensions aggregated **$7,998,225**, extending the period to consummate a Business Combination to **June 15, 2025**[225](index=225&type=chunk) Significant Share Redemptions (MD&A) | Event | Shares Redeemed | Amount Withdrawn ($) | Per Share Value ($) | | :-------------------------------- | :---------------- | :------------------- | :------------------ | | February 2023 Special Meeting | 9,155,918 | 94,489,075 | ~10.32 | | August 2023 Annual Meeting | 7,354,836 | 79,652,874 | ~10.83 | | February 2024 Special Meeting | 4,573,860 | 50,312,460 | ~11.00 | | November 2024 Extension Meeting | 1,665,727 | 19,470,737 | ~11.69 | | May 2025 Extension Meeting | 207,559 | 2,764,686 (owed) | ~13.32 | [Conversion of Class B Shares to Class A Shares](index=49&type=section&id=Conversion%20of%20Class%20B%20Shares%20to%20Class%20A%20Shares) On **November 13, 2024**, all **5,750,000** outstanding Class B common stock shares were converted into Class A common stock on a one-for-one basis. These newly issued Class A shares retain their "Founder Shares" designation and associated transfer restrictions - All **5,750,000 Class B common stock shares** converted to Class A common stock on **November 13, 2024**[227](index=227&type=chunk) - The newly issued Class A shares continue to be referred to as Founder Shares and carry restrictions regarding assignment, transference, and selling[227](index=227&type=chunk) [Promissory Notes](index=49&type=section&id=Promissory%20Notes) The Company has issued several unsecured promissory notes to Trident Point **2**, LLC and a convertible promissory note to BH Inc. These notes are primarily for funding working capital deficiencies, financing transaction costs related to the Business Combination, and covering monthly extension payments. Their maturity dates have been extended, and the convertible note converts into UIGC common stock upon the Business Combination - Unsecured promissory notes issued to Trident Point **2**, LLC for working capital and Business Combination costs, with maturity dates extended to **July 15, 2025**[228](index=228&type=chunk)[229](index=229&type=chunk) - An unsecured convertible promissory note issued to BH Inc. for up to **$1,500,000**, which converts into **355,000 shares** of UIGC common stock upon the Business Combination[230](index=230&type=chunk) - If the Business Combination fails, the convertible note will be repaid by cash payment of **$3,900,000**, solely from funds outside the Trust Account[230](index=230&type=chunk) [NYSE Delisting](index=49&type=section&id=NYSE%20Delisting) The Company's securities were delisted from the NYSE on **March 11, 2024**, due to falling below the minimum market capitalization requirement (**$40,000,000**). Trading subsequently moved to the over-the-counter (OTC Pink) market effective **March 12, 2024** - Delisted from NYSE on **March 11, 2024**, due to failing to maintain an average aggregate global market capitalization of at least **$40,000,000**[231](index=231&type=chunk) - Company's securities became available for trading in the over-the-counter (OTC Pink) market effective **March 12, 2024**[232](index=232&type=chunk) [Proposed Business Combination](index=50&type=section&id=Proposed%20Business%20Combination) The Company is pursuing a Business Combination with Tar Sands Holdings II, LLC (TSH Company) via a Merger Agreement signed **August 12, 2024**, which has undergone several amendments. The transaction involves a SPAC Merger and a Company Merger, with SPAC security holders receiving equivalent securities of Holdings. The combination is subject to various closing conditions, including stockholder approval and a minimum cash threshold. Ancillary agreements support the merger, and a non-binding offtake agreement with **STUSCO** is contingent on its closing. Litigation related to the proposed merger is ongoing, and a waiver was granted for the national exchange listing condition post-closing [Merger Agreement](index=50&type=section&id=Merger%20Agreement) The Company entered into a Merger Agreement on **August 12, 2024**, with TSH Company, involving a SPAC Merger and a Company Merger. SPAC security holders will receive equivalent Holdings securities. The merger is subject to customary closing conditions, including SPAC stockholder approval, effectiveness of Form S-4, and a minimum of **$44,000,000** in available cash. The agreement can be terminated under specific conditions, including if the closing does not occur by **July 15, 2025** - Merger Agreement with TSH Company signed on **August 12, 2024**, and unanimously approved by the SPAC Board[233](index=233&type=chunk) - The transaction involves a SPAC Merger (**SPAC** into Holdings subsidiary) and a Company Merger (**TSH Company** into Lower Holdings subsidiary)[235](index=235&type=chunk)[237](index=237&type=chunk) - **SPAC** security holders will receive substantially equivalent securities of Holdings, while TSH Company members will receive cash[235](index=235&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) - Key closing conditions include **SPAC** Stockholder Approval, effectiveness of Form S-4 registration, and Available Closing Date Cash of not less than **$44,000,000**[244](index=244&type=chunk) - The Merger Agreement may be terminated if the Effective Time has not occurred prior to **July 15, 2025**[245](index=245&type=chunk) [Ancillary Agreements](index=53&type=section&id=Ancillary%20Agreements) In connection with the Merger Agreement, several ancillary agreements were executed or will be entered into, including Sponsor and Company Support Agreements (for voting in favor of the merger), a Registration Rights Agreement (for resale of Holdings securities), and a Warrant Amendment (governing Holdings Public Warrants) - Sponsor and Company Support Agreements require parties to vote their shares in favor of the proposed Business Combination[247](index=247&type=chunk) - A Registration Rights Agreement will provide certain TSH Company equity holders with rights relating to the registration for resale of Holdings securities[248](index=248&type=chunk) - A Warrant Amendment will govern the terms and conditions of the Holdings Public Warrants[249](index=249&type=chunk) [Litigation](index=54&type=section&id=Litigation) On **September 6, 2024**, Tyr Energy Utah Logistics, LLC filed a lawsuit against the Company, Sponsor, and affiliates, alleging breach of and tortious interference with a non-disclosure and non-circumvention agreement related to the proposed Business Combination. The defendants dispute liability and intend to vigorously defend - Tyr Energy Utah Logistics, LLC filed suit on **September 6, 2024**, alleging breach of and tortious interference with a non-disclosure and non-circumvention agreement[250](index=250&type=chunk) - The Company and other defendants vehemently dispute liability and intend to vigorously defend against the claims[250](index=250&type=chunk) [Amendments to Merger Agreement](index=54&type=section&id=Amendments%20to%20Merger%20Agreement) The Merger Agreement has been amended multiple times (**November 8, 2024**, **December 31, 2024**, **April 30, 2025**, and **May 14, 2025**) to reflect changes such as replacing **SPAC** Parties with UIGC and its subsidiaries, permitting Class B to Class A common stock conversion, and waiving certain conditions - The Merger Agreement has been amended multiple times, including on **November 8, 2024**, **December 31, 2024**, **April 30, 2025**, and **May 14, 2025**[234](index=234&type=chunk)[251](index=251&type=chunk) - Amendment No. **1** (**November 8, 2024**) replaced **SPAC** Parties with Uinta Infrastructure Group Corp. (**UIGC**) and its subsidiaries, permitted Class B to Class A common stock conversion, and waived certain breaches[74](index=74&type=chunk)[251](index=251&type=chunk) [Amendment to Sponsor Support Agreement](index=54&type=section&id=Amendment%20to%20Sponsor%20Support%20Agreement) On **November 8, 2024**, in connection with Amendment No. **1** to the Merger Agreement, the Sponsor Support Agreement was amended to replace Holdings with UIGC - Sponsor Support Agreement amended on **November 8, 2024**, to replace Holdings with UIGC[252](index=252&type=chunk) [Entry into Non-Binding Letter of Intent with STUSCO](index=54&type=section&id=Entry%20into%20Non-Binding%20Letter%20of%20Intent%20with%20STUSCO) On **November 6, 2024**, the Company entered into a non-binding letter of intent with Shell Trading (**US**) **Company** (**STUSCO**) for a crude supply and offtake agreement, conditioned on the closing of the proposed Business Combination. **STUSCO** would be the exclusive supplier of crude feedstock to the Vernal, Utah facility and exclusive purchaser of refined products for an initial **7-year term**, with potential renewals. The agreement includes a minimum revenue commitment from **STUSCO** and a profit-sharing split - Non-binding letter of intent for crude supply and offtake agreement with **STUSCO** entered on **November 6, 2024**, conditioned on the closing of the Business Combination[253](index=253&type=chunk) - **STUSCO** will be the sole supplier of Crude Feedstock and sole purchaser of Crude Oil Products for the initial Nameplate Capacity of the facility[256](index=256&type=chunk) - The initial term is **10 years** from the In-Service Date (expected **December 31, 2028**), with an option for **STUSCO** to extend by **five years** and subsequent **one-year** renewals[254](index=254&type=chunk) - **STUSCO** has a Monthly Minimum Revenue Commitment of **$400,000** for **five years**, totaling **$25,000,000**[258](index=258&type=chunk) - A **50%/50%** profit-sharing split applies to positive differentials, adjusting to **75% Company / 25% STUSCO** after the initial term or total minimum revenue commitment is met[259](index=259&type=chunk)[261](index=261&type=chunk) [Waiver to Merger Agreement](index=56&type=section&id=Waiver%20to%20Merger%20Agreement) On **April 30, 2025**, the parties to the Merger Agreement entered into a Waiver, agreeing to waive the condition requiring Holdings Class A Common Stock and Public Warrants to be listed on a National Exchange for **90 days** from the Closing. In exchange, **SPAC** agreed to make monthly payments of **$120,000** to the **Company** if the listing is not achieved by the end of the waiver period, up to **$4,000,000** - Waiver to Merger Agreement signed on **April 30, 2025**, waiving the condition for Holdings Class A Common Stock and Public Warrants to be listed on a National Exchange for **90 days** from the Closing[266](index=266&type=chunk) - **SPAC** agreed to pay the **Company** **$120,000 per month**, up to **$4,000,000**, if the listing is not achieved by the end of the waiver period[266](index=266&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) The Company reported a net loss of **$3,351,335** for the **three months** ended **March 31, 2025**, a significant decline from the net income of **$2,292,526** in the prior year. This was primarily driven by a negative change in the fair value of warrant liabilities, increased operating costs, interest expense, and excise tax interest and penalties Net (Loss) Income (MD&A) | Period | Amount ($) | | :--- | :--- | | 3 months ended March 31, 2025 | (3,351,335) | | 3 months ended March 31, 2024 | 2,292,526 | | **Change** | **-5,643,861** | - The net loss for Q1 **2025** was primarily due to a **$1,881,000** change in fair value of warrant liabilities, **$1,035,602** in operating costs, **$288,390** in excise tax interest and penalties, and **$162,092** in interest expense[268](index=268&type=chunk) - In Q1 **2024**, net income was driven by **$674,258** in interest income and a **$2,048,200** gain on change in fair value of warrant liabilities[269](index=269&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) As of **March 31, 2025**, the Company had **$224,204** in cash and a working capital deficit of **$15,002,563**. Cash used in operating activities was **$1,004,734**, while financing activities provided **$1,339,000**. The Company relies on funds outside the Trust Account and related party loans for working capital and faces substantial doubt about its ability to continue as a going concern due to insufficient funds and the limited time to complete a Business Combination Liquidity Snapshot (March 31, 2025) | Item | Amount ($) | | :--- | :--- | | Cash | 224,204 | | Working Capital Deficit | (15,002,563) | Cash Flow Summary (3 months ended March 31, 2025) | Activity | Amount ($) | | :--- | :--- | | Net Cash Used in Operating Activities | (1,004,734) | | Net Cash Used in Investing Activities | (150,000) | | Net Cash Provided by Financing Activities | 1,339,000 | - The Company has **$224,204** in cash outside the Trust Account and relies on advances and notes from related parties for working capital and extension purposes[276](index=276&type=chunk) - Management has determined that factors such as the working capital deficit and the limited time to complete a Business Combination raise substantial doubt about the Company's ability to continue as a going concern[278](index=278&type=chunk) [Off-Balance Sheet Financing Arrangements](index=58&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of **March 31, 2025**, the Company had no obligations, assets, or liabilities considered off-balance sheet arrangements. It does not participate in transactions with unconsolidated entities or financial partnerships for off-balance sheet financing - The Company had no off-balance sheet arrangements as of **March 31, 2025**[279](index=279&type=chunk) - It has not entered into special purpose entities, guaranteed debt, or purchased non-financial assets for off-balance sheet purposes[279](index=279&type=chunk) [Contractual Obligations](index=58&type=section&id=Contractual%20Obligations) As of **March 31, 2025**, the Company had outstanding promissory notes with a related party totaling **$1,729,710**, a convertible promissory note for **$1,500,000**, and a **$5,393,225** note payable to the Sponsor for extension costs. An administrative services fee agreement with the Sponsor was waived in **March 2025**. Contingent investment banking advisory fees are also in place but not yet accrued - Outstanding promissory notes with a related party totaled **$1,729,710** as of **March 31, 2025**[280](index=280&type=chunk) - A convertible promissory note for **$1,500,000** was outstanding[280](index=280&type=chunk) - Owed an affiliate of the Sponsor **$5,393,225** for Business Combination extension costs[280](index=280&type=chunk) - An agreement to pay the Sponsor **$10,000 per month** for administrative services was waived in **March 2025**[280](index=280&type=chunk) - Contingent investment banking advisory fees (greater of **$4,250,000** or up to **0.65%** of acquisition value if >**$900M**) are not accrued as they depend on the consummation and terms of a Business Combination[281](index=281&type=chunk) [Critical Accounting Estimates](index=58&type=section&id=Critical%20Accounting%20Estimates) The Company's critical accounting estimates primarily involve determining the fair value of Warrants and the conversion event liability. These valuations rely on assumptions related to market activity, expected share-price volatility, expected time to consummating a business combination, risk-free interest rate, discount rate, probability of closing, and a market adjustment for implied probability of closing - Critical accounting estimates include the fair value of Warrants and the conversion event liability[282](index=282&type=chunk) - Valuation assumptions include market activity, expected share-price volatility, expected time to consummating a business combination, risk-free interest rate, discount rate, probability of closing, and a market adjustment for implied probability of closing[282](index=282&type=chunk) [Recent Accounting Standards](index=58&type=section&id=Recent%20Accounting%20Standards) The FASB issued ASU No. **2023-09**, "Income Taxes (Topic **740**): Improvements to Income Tax Disclosures," effective for annual periods after **December 15, 2024**, requiring enhanced income tax rate reconciliation and disaggregation of taxes paid. The Company is evaluating its impact - ASU No. **2023-09**, "Income Taxes (Topic **740**): Improvements to Income Tax Disclosures," will require additional information in income tax rate reconciliation and disaggregation of taxes paid[283](index=283&type=chunk) - Effective for annual periods beginning after **December 15, 2024**; the Company is currently reviewing its impact[283](index=283&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the Company is not required to provide detailed quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[285](index=285&type=chunk) [Item 4. Control and Procedures](index=60&type=section&id=Item%204.%20Control%20and%20Procedures) The CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of **March 31, 2025**, due to inadequate controls around the calculation and payment of funds from the Trust Account to redeeming shareholders, identifying this as a material weakness. Management plans to remediate this by enhancing the control process. No material changes in internal control over financial reporting occurred during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of **March 31, 2025**[287](index=287&type=chunk) - A material weakness was identified due to inadequate controls around the calculation of amounts due and payment of funds from the Trust Account to redeeming shareholders[287](index=287&type=chunk) - Management plans to remediate the material weakness by enhancing the control process for Trust Account calculations and payments[288](index=288&type=chunk) - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[289](index=289&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=60&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO evaluated the effectiveness of disclosure controls and procedures as of **March 31, 2025**, and concluded they were not effective due to a material weakness related to inadequate controls over Trust Account calculations and payments to redeeming shareholders. Management plans to enhance these control processes - Disclosure controls and procedures were deemed not effective as of **March 31, 2025**[287](index=287&type=chunk) - A material weakness was identified concerning inadequate controls over the calculation and payment of funds from the Trust Account to redeeming shareholders[287](index=287&type=chunk) - Management intends to remediate this material weakness by enhancing the control process[288](index=288&type=chunk) [Changes in Internal Control Over Financial Reporting](index=60&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) During the most recently completed fiscal quarter, there were no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[289](index=289&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) Tyr Energy Utah Logistics, LLC filed a lawsuit on **September 6, 2024**, against the Company, Sponsor, and affiliates, alleging breach of and tortious interference with a non-disclosure and non-circumvention agreement related to the proposed Business Combination. The Company disputes liability and intends to vigorously defend - Tyr Energy Utah Logistics, LLC filed suit on **September 6, 2024**, against the Company, Sponsor, and affiliates[291](index=291&type=chunk) - Allegations include breach of and tortious interference with a non-disclosure and non-circumvention agreement related to the proposed Business Combination[291](index=291&type=chunk) - The Company vehemently disputes liability and intends to vigorously defend against Tyr Energy's claims[291](index=291&type=chunk) [Item 1A. Risk Factors](index=61&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form **10-K** for the fiscal year ended **December 31, 2024** - No material changes to the risk factors disclosed in the Annual Report on Form **10-K** for the fiscal year ended **December 31, 2024**[292](index=292&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - None[293](index=293&type=chunk) [Item 3. Defaults Upon Senior Securities](index=61&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - None[294](index=294&type=chunk) [Item 4. Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the Company - Not applicable[295](index=295&type=chunk) [Item 5. Other Information](index=61&type=section&id=Item%205.%20Other%20Information) During the **three months** ended **March 31, 2025**, no director or officer of the Company adopted or terminated a "Rule **10b5-1** trading arrangement" or "non-Rule **10b5-1** trading arrangement" - No director or officer adopted or terminated a "Rule **10b5-1** trading arrangement" or "non-Rule **10b5-1** trading arrangement" during the **three months** ended **March 31, 2025**[296](index=296&type=chunk) [Item 6. Exhibits](index=62&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form **10-Q**, including amendments to the Certificate of Incorporation, By-Laws, Promissory Notes, and various certifications - The exhibits include amendments to the Amended & Restated Certificate of Incorporation, By-Laws, Promissory Notes, and certifications (e.g., Section **302** and Section **906** of Sarbanes-Oxley Act)[299](index=299&type=chunk) SIGNATURES The report is signed by Mark A. Michel, Chief Executive Officer and Chairman, and Timothy J. Fisher, Chief Financial Officer, President and Vice Chairman, on **May 20, 2025**, certifying its submission in accordance with Exchange Act requirements - The report was signed on **May 20, 2025**[304](index=304&type=chunk) - Signatories are Mark A. Michel (Chief Executive Officer and Chairman) and Timothy J. Fisher (Chief Financial Officer, President and Vice Chairman)[304](index=304&type=chunk)

Core Points - Integrated Rail & Resources Acquisition Corp (IRRX) has entered into a 7-year supply and offtake agreement with Shell Trading (US) Company for crude oil feedstock and refined products [1][2] - The facility to be acquired by IRRX will initially process 15,000 barrels of crude oil per day, with potential expansion to 50,000 barrels per day [2] - Operations are expected to commence by December 31, 2026, following the acquisition and refurbishment of the facility [2] Company Overview - IRRX is a blank check company focused on mergers, acquisitions, and business combinations, particularly in natural resources and railroad logistics [5] - Tar Sands Holding II, LLC (TSHII), established by Endeavor Capital Group, controls key real estate and natural resource development rights in the Uinta Basin, Utah [4] Strategic Importance - The agreement with Shell is seen as a significant step for IRRX to enhance its refining capabilities and support the Uinta Basin's development [3] - The partnership aims to create value through the production of high-demand refined products such as LPG, Naphtha, Diesel, and Gas Oil [2][3]

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].