Integrated Rail and Resources Acquisition (US:IRRX)2024-10-31 21:07Business 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 Cash and Trust Account Management - A total of $79,652,874 (approximately $10.83 per share) was withdrawn from the Trust Account to pay stockholders who redeemed their shares during the extension vote [137].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].