Integrated Rail and Resources Acquisition (IRRX) - 2024 Q3 - Quarterly Report

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 Financial Transactions and Stockholder Redemptions - A total of $79,652,874 (approximately $10.83 per share) was withdrawn from the Trust Account to pay stockholders who redeemed their shares during the Annual Meeting in August 2023 [201].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].