Integrated Rail and Resources Acquisition (IRRX) - 2025 Q3 - Quarterly Report

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].