Integrated Rail and Resources Acquisition (IRRX) - 2024 Q2 - Quarterly Report

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30, 2024 was $433,026[172] Trust Account and Redemptions - A total of $79,652,874 (approximately $10.83 per share) was withdrawn from the Trust Account to pay stockholders who redeemed their shares during the Annual Meeting in August 2023[142] - The company withdrew an aggregate of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]