INTEGRATED RAIL & RESOURCES ACQUISITION CORP

Overview

• IndustryBlank Checks²
• HeadquartersFort Worth, United States²
• Incorporated inDE³
• Business address400 W. Morse Blvd., Suite 220, Winter Park, Fl 32789³
• Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company³
• Legal formCorporation²
• LEI549300G3080C4RIDLA64²
• StatusActive²
• LEI statusLapsed (not renewed)²
• Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States²
• Registered withDivision of Corporations, Department of State, 5478105²

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Placement Warrant in a private placement to the Sponsor (as defined below), our shares, debt or a combination of cash, shares and debt.⁴ From its latest annual report

Corporate structure

INTEGRATED RAIL & RESOURCES ACQUISITION CORP is part of a group headed by INTEGRATED RAIL & RESOURCES INC.. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What INTEGRATED RAIL & RESOURCES ACQUISITION CORP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

Properties, in its own words

Our executive offices are located at 400 W. Morse Boulevard, Suite 220, Winter Park, FL 32789 and our telephone number is (321) 972-1583. Our executive offices are provided to us by our Sponsor. Commencing on November 10, 2021, we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support (the “Administrative Support Agreement”). Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. On March 21, 2025, the Sponsor agreed to waive (a) any and all rights to receive any and all payments owed to it by the Company under the agreement for the year ending December 31, 2025 and December 31, 2024, totaling $120,000 for each year, and (b) an aggregate of seven (7) payments owed to it during the year ending December 31, 2023, totaling $70,000 for the year. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 24, 2025.⁴

Leadership

Who has led INTEGRATED RAIL & RESOURCES ACQUISITION CORP, and when. Pick a name to see everywhere that person has worked.

• Chief executive officerRichard D. Bertel Nov 10, 2021 to Nov 10, 2021¹¹
• Chief financial officerChris A. Bertel Nov 10, 2021 to Nov 10, 2021¹²
• Chief operating officerMark A. Michel Nov 10, 2021 to Nov 10, 2021¹³

Timeline

1. Oct 21, 20258-K Executive or director change²⁵
2. Sep 19, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote²⁶
3. Sep 19, 20258-K Entered a material agreement²⁷
4. Jul 15, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote²⁸
5. Jul 14, 20258-K Entered a material agreement²⁹
6. Jun 30, 20258-K Change to shareholders' rights; Shareholder vote³⁰
7. Jun 12, 20258-K Executive or director change³¹
8. May 22, 20258-K Other events³²
9. May 19, 20258-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed³³
10. May 15, 20258-K Entered a material agreement³⁴
11. May 9, 20258-K Entered a material agreement³⁵
12. May 1, 20258-K Entered a material agreement³⁶
13. Nov 10, 2021New chief executive Richard D. Bertel becomes CEO¹¹
14. Mar 12, 2021Founded INTEGRATED RAIL & RESOURCES ACQUISITION CORP is founded²

Filings

178 filings to the SEC since October 2021: 4 annual reports, 13 quarterly reports, 38 major events, 28 insider forms, 40 large holders, 55 other. The latest 20:

1. Jan 21, 202615-12G EDGAR
2. Nov 7, 202510-Q QUARTERLY REPORT EDGAR
3. Oct 21, 20258-K CURRENT REPORT EDGAR
4. Sep 19, 2025425 CURRENT REPORT EDGAR
5. Sep 19, 20258-K CURRENT REPORT EDGAR
6. Sep 19, 20258-K CURRENT REPORT EDGAR
7. Sep 8, 2025DEF 14A PROXY STATEMENT EDGAR
8. Sep 4, 202510-Q QUARTERLY REPORT EDGAR
9. Aug 25, 2025PRE 14A PROXY STATEMENT EDGAR
10. Aug 14, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
11. Jul 15, 20258-K CURRENT REPORT EDGAR
12. Jul 14, 2025425 CURRENT REPORT EDGAR
13. Jul 14, 20258-K CURRENT REPORT EDGAR
14. Jul 9, 2025DEF 14A DEFINITIVE PROXY STATEMENT EDGAR
15. Jun 30, 2025PRE 14A PROXY STATEMENT EDGAR
16. Jun 30, 2025425 CURRENT REPORT EDGAR
17. Jun 30, 20258-K CURRENT REPORT EDGAR
18. Jun 12, 20258-K CURRENT REPORT EDGAR
19. May 22, 2025425 CURRENT REPORT EDGAR
20. May 22, 20258-K CURRENT REPORT EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 0 buys and 5 sales. Grants, option exercises and gifts are left out.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• COWEN AND COMPANY, LLCSCHEDULE 13G/A, 2 filings Nov 13, 2024 to Feb 13, 2025³⁷
• James D. DonderoSCHEDULE 13G, 1 filing Feb 12, 2025³⁸
• Walleye Capital LLCSCHEDULE 13G/A, 2 filings Nov 13, 2024 to Feb 6, 2025³⁹
• WOLVERINE ASSET MANAGEMENT LLCSC 13G/A, 4 filings Feb 8, 2024 to Nov 27, 2024⁴⁰
• FIR TREE CAPITAL MANAGEMENT LPSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 2024⁴¹
• Radcliffe Capital Management, L.P.SC 13G/A, 3 filings Nov 12, 2021 to Jun 28, 2024⁴²
• Yakira Capital Management, Inc.SC 13G/A, 2 filings Jan 26, 2024 to Apr 8, 2024⁴³
• First Trust Capital Management L.P.SC 13G/A, 2 filings Feb 14, 2024 to Mar 7, 2024⁴⁴
• D. E. SHAW & CO, L.P.SC 13G/A, 3 filings Nov 26, 2021 to Feb 14, 2024⁴⁵
• Polar Asset Management Partners Inc.SC 13G/A, 3 filings Feb 9, 2022 to Feb 13, 2024⁴⁶
• HIGHBRIDGE CAPITAL MANAGEMENT LLCSC 13G/A, 4 filings Nov 26, 2021 to Feb 2, 2024⁴⁷
• Castle Creek Arbitrage, LLCSC 13G/A, 3 filings Feb 11, 2022 to Jan 10, 2024⁴⁸
• Saba Capital Management, L.P.SC 13G/A, 4 filings Dec 3, 2021 to Aug 17, 2023⁴⁹
• BarclaysSC 13G, 1 filing Jan 30, 2023⁵⁰
• DHIP Natural Resources Investments, LLCSC 13G/A, 2 filings Mar 11, 2022 to Aug 24, 2022⁵¹
• Space Summit Capital LLCSC 13G/A, 2 filings Nov 18, 2021 to Feb 3, 2022⁵²

SEC filer profile

How INTEGRATED RAIL & RESOURCES ACQUISITION CORP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARINTEGRATED RAIL & RESOURCES ACQUISITION CORP¹
• CIK0001854795
• Employer ID (EIN)86-2581754⁴
• Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company⁴
• Incorporated inDelaware⁴
• Fiscal year endsDecember 31¹
• Industry code (SIC)6770 Blank Checks¹
• SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance¹
• Business address400 W. Morse Blvd., Suite 220, Winter Park, FL 32789¹
• Phone(817) 737-5885¹
• Shares outstanding5,775,561 as of Nov 7, 2025⁸
• Public float$0 as of Jun 30, 2024⁶
• AuditorHam, Langston & Brezina, L.L.P., Houston, Texas PCAOB ID 298; no auditor attestation of internal control over financial reporting⁴
• On EDGAR sinceApr 21, 2021¹
• Filings186 in all: 8-K (37), SC 13G/A (21), 3 (18), SC 13G (16), 10-Q (13), 425 (13), DEF 14A (8), NT 10-Q (8)¹
  All 30 form types

  PRE 14A (8), 4 (6), CORRESP (5), UPLOAD (5), 10-K (4), DEFA14A (4), 3/A (3), S-1/A (2), SCHEDULE 13G/A (2), 15-12G (1), 25-NSE (1), 4/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), EFFECT (1), NT 10-K (1), PRER14A (1), S-1 (1), SCHEDULE 13G (1)

• Latest filingsAnnual report (10-K) Mar 24, 2025
  Quarterly report (10-Q) Nov 7, 2025
  Proxy statement (DEF 14A) Sep 8, 2025
  Latest 8-K (8-K) Oct 21, 2025

Securities registered for trading

From the cover page of the 10-K filed Mar 24, 2025 (Section 12(b) of the Exchange Act).⁴

Risk factors and legal proceedings

Legal proceedings

On September 6, 2024, Tyr Energy Utah Logistics, LLC (“Tyr Energy”) filed suit against DHIP Group, LLC (f/k/a Drexel Hamilton Infrastructure Partners, LLC), DHIP Group, LP (f/k/a Drexel Hamilton Infrastructure Partners, LP), our Sponsor, and SPAC (collectively, “Defendants”), Case No. 2024CCV-61061-1 in the County Court at Law, Number 1, Nueces County, Texas. Tyr Energy asserts claims for breach of a non-disclosure and non-circumvent agreement and tortious interference with the same agreement in connection with the public announcement of a proposed merger and business combination involving SPAC and TSH Company. Tyr Energy initially obtained a temporary restraining order but subsequently withdrew such temporary restraining order without prejudice. After Defendants DHIP Group, LLC, DHIP Group, LP, and our Sponsor specially appeared to dispute specific personal jurisdiction in Texas, Defendants DHIP Group, LLC and DHIP Group, LP removed the case to the U.S. District Court for the Southern District of Texas, Case No. 2:24-cv-00239. Defendants DHIP Group, LLC, DHIP Group, LP, and our Sponsor have now moved to dismiss Tyr Energy’s claims for lack of personal jurisdiction, failure to state a claim upon which relief can be granted, and improper service. Tyr Energy has moved to remand the case to state court. Subject to resolution of this motion, all Defendants vehemently dispute liability and intend to vigorously defend themselves against Tyr Energy’s claims.

The opening of Item 3, Legal Proceedings.⁴