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

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

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

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

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $3,503,854, with operating costs of $273,767 and a provision for income taxes of $213,088[137]. - For the nine months ended September 30, 2023, the company had a net income of $25,868, with operating costs of $1,044,323 and a provision for income taxes of $855,721[139]. - Cash used in operating activities for the nine months ended September 30, 2023, was $1,298,289, with net income affected by a non-cash charge for the change in fair value of warrant liabilities of $2,299,000[145]. Initial Public Offering - The company completed its Initial Public Offering on November 16, 2021, generating gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit[141]. - The company incurred $24,917,410 in transaction costs related to the Initial Public Offering, including $4,600,000 in underwriting fees[143]. Trust Account and Investments - As of September 30, 2023, the fair value of investments held in the Trust Account was $71,419,197, with recognized unrealized gains of $642,716[149]. - The company plans to use substantially all funds in the Trust Account to complete a Business Combination, with the possibility of withdrawing interest to pay taxes[150]. - 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[168]. Working Capital and Financial Position - The company had a working capital deficiency of $8,283,203 as of September 30, 2023, indicating insufficient funds to operate prior to the initial Business Combination[153]. - As of September 30, 2023, the company had cash of $8,076 held outside the Trust Account, intended for identifying and evaluating target businesses[151]. - The company has entered into a promissory note with a related party for up to $600,000 to fund working capital needs[156]. - The fair value of the Company's financial instruments approximates the carrying amounts in the balance sheet due to their short-term nature[165]. - As of September 30, 2023, the Company was not subject to any market or interest rate risk[168].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,064,668, which included operating costs of $319,655 and a non-cash change in fair value of warrant liabilities of $1,881,000[137]. - For the six months ended June 30, 2023, the company had a net loss of $3,477,986, consisting of operating costs of $770,556 and a non-cash change in fair value of warrant liabilities of $5,225,000[139]. Trust Account and Investments - As of June 30, 2023, the company held $149,075,160 in investments in the Trust Account, with recognized unrealized gains of $348,328[149]. - A total of $94,489,075 was withdrawn from the Trust Account to pay redeeming shareholders, resulting in approximately $10.32 per share[143]. - The company plans to use funds in the Trust Account primarily to complete a Business Combination and may withdraw interest to pay taxes[150]. - 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[168]. Initial Public Offering - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units[141]. - The company incurred $24,917,410 in transaction costs related to the Initial Public Offering, including $4,600,000 in underwriting fees[142]. Financial Position - As of June 30, 2023, the company had approximately $57,000 in cash and a working capital deficiency of approximately $5,270,000[153]. - The company has a promissory note with a related party for up to $600,000 to fund working capital needs[156]. - The fair value of the Company's financial instruments approximates the carrying amounts in the balance sheet due to their short-term nature[165]. - As of June 30, 2023, the Company was not subject to any market or interest rate risk[168]. Future Expectations - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[136].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $2,413,318, which included operating costs of $450,901 and a non-cash change in fair value of warrant liabilities of $3,344,000[143]. - As of March 31, 2023, the company had approximately $189,000 in cash and a working capital deficiency of approximately $3,882,000[156]. - During the three months ended March 31, 2023, cash used in operating activities was $536,376, while cash provided by investing activities was $94,559,810[149][150]. Initial Public Offering - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[145]. - The company incurred $24,917,410 in transaction costs related to the Initial Public Offering, including $4,600,000 in underwriting fees and $11,675,823 for the excess fair value of Founder Shares[147]. Trust Account and Investments - As of March 31, 2023, the company held $146,097,402 in fair value of investments in the Trust Account, down from $237,537,270 at December 31, 2022, after a withdrawal of $94,489,074 for redeeming shareholders[152]. - The company plans to use substantially all funds in the Trust Account to complete a Business Combination, with the remaining proceeds intended for working capital[153]. Shareholder Activity - As of March 31, 2023, stockholders redeemed 9,155,918 shares for a total of $94,489,075, approximately $10.32 per share[148]. Future Outlook - The company expects to continue incurring significant costs in pursuit of its acquisition plans and has less than 12 months to complete a Business Combination[157]. - The company has no off-balance sheet financing arrangements as of March 31, 2023[158].

Financial Performance - For the year ended December 31, 2022, the company reported a net loss from operations of $2,036,415, compared to a net loss of $434,274 for the year ended December 31, 2021[260]. - The company incurred net cash used in operating activities of $1,241,114 for the year ended December 31, 2022, compared to $910,267 for the year ended December 31, 2021[261]. Cash and Investments - As of December 31, 2022, the company had cash and investments held in the Trust Account amounting to $237,537,270, an increase from $232,302,620 as of December 31, 2021[262]. - As of March 16, 2023, there was $146,286,095 available in the Trust Account for completing a Business Combination[262]. Business Operations - The company expects to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering[259]. - The company does not anticipate needing to raise additional funds to meet operating expenditures prior to the initial Business Combination[265]. Shareholder Actions - On February 8, 2023, the company redeemed 9,155,918 shares, requiring a payment of $94,489,074 from the funds held in Trust[262]. Debt and Obligations - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 for office space and administrative services[269]. - The underwriters are entitled to a deferred fee of approximately $8.1 million, which will be payable only if a Business Combination is completed[270]. - The company signed a promissory note in February 2023 allowing it to borrow up to $600,000 convertible into warrants[266].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $4,548,362, which included operating costs of $366,194 and a non-cash change in fair value of warrant liabilities of $4,368,000[143]. - For the nine months ended September 30, 2022, the company achieved a net income of $9,830,640, with operating costs of $1,003,127 and a non-cash change in fair value of warrant liabilities of $9,853,400[144]. - Cash used in operating activities for the nine months ended September 30, 2022, was $971,432, influenced by a non-cash charge for the change in fair value of warrant liability of $9,853,400[148]. Initial Public Offering - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units[146]. - The company incurred $24,917,410 in transaction costs related to the Initial Public Offering, including $4,600,000 in underwriting fees[147]. Investments and Cash Management - As of September 30, 2022, the company held $232,302,620 in investments in the Trust Account, with a fair value of $233,342,466[150]. - The company had approximately $291,526 in cash held outside the Trust Account as of September 30, 2022, intended for identifying and evaluating target businesses[153]. - As of September 30, 2022, the company had approximately $506,700 in working capital[155]. - 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[170]. Financial Position and Risks - The company does not have any off-balance sheet financing arrangements as of September 30, 2022[158]. - The fair value of the Company's financial instruments approximates the carrying amounts in the balance sheet due to their short-term nature[168]. - As of September 30, 2022, the Company was not subject to any market or interest rate risk[170]. - The Company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments[170]. Future Plans and Management Outlook - The company plans to hold a Special Meeting of Stockholders on November 15, 2022, to vote on extending the deadline for completing an initial business combination to May 15, 2023[157]. - Management does not anticipate that recently issued accounting standards will have a material effect on the condensed financial statements[169].

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $767,187, which included operating costs of $389,666 and a non-cash change in fair value of warrant liabilities of $742,000[129]. - For the six months ended June 30, 2022, the company achieved a net income of $5,282,278, with operating costs of $636,933 and a non-cash change in fair value of warrant liabilities of $5,485,400[130]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[132]. - The company incurred $24,917,410 in transaction costs related to the IPO, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees[133]. Trust Account and Investments - Following the IPO, a total of $232,300,000 was placed in the Trust Account, with an additional $1,712,612 in cash held outside the Trust Account for working capital[133]. - As of June 30, 2022, the company held $232,356,324 in investments in the Trust Account, which were later redeemed to purchase $232,971,000 in Short Term Treasury Bill bonds[136]. - 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[156]. - The company plans to use funds in the Trust Account primarily to complete a Business Combination and may withdraw interest to pay taxes[137]. Financial Position and Risks - At June 30, 2022, the company had approximately $326,000 in cash and approximately $733,000 in working capital[141]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2022[143]. - As of June 30, 2022, the company was not subject to any market or interest rate risk[156]. - The company believes there will be no associated material exposure to interest rate risk due to the short-term nature of these investments[156]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and has less than 12 months to complete a Business Combination[142].