10-K - INTEGRATED RAIL & RESOURCES ACQUISITION CORP (0001854795) (Filer)

Mon, Mar 24, 9:11 PM (33 days ago)

### Summary of Integrated Rail and Resources Acquisition Corp. (IRRX) **Financial Performance:** - **Revenue:** Not applicable, as the company has not generated any revenue. - **Net Income:** The company reported a net loss of $4,822,902 for the year ended December 31, 2024, compared to a net income of $3,543,111 in 2023. - **Operating Expenses:** Operating expenses were $3,054,750 in 2024, up from $1,391,654 in 2023. - **Earnings per Share:** Not applicable, as the company has not generated any earnings. **Strategic Overview:** - **Business Model:** Integrated Rail and Resources Acquisition Corp. (IRRX) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. - **Initial Public Offering (IPO):** The company completed its IPO on November 16, 2021, raising $230,000,000 from the sale of 23,000,000 units, including the full exercise of the underwriters' over-allotment option to purchase 3,000,000 units. - **Proposed Business Combination:** The company entered into an Agreement and Plan of Merger with Uinta Integrated Infrastructure Inc. and Tar Sands Holdings II, LLC, among others, on August 12, 2024. The proposed business combination is expected to be consummated after obtaining the required approvals by the stockholders of IRRX and the Requisite Members of TSH Company and the satisfaction of certain other customary closing conditions. **Future Outlook:** - **Business Combination:** The company is actively pursuing a business combination and has extended the deadline to complete the combination multiple times. The current deadline is May 15, 2025. - **Financial Condition:** The company has a working capital deficit of $13,347,972 as of December 31, 2024, and has incurred significant costs in pursuit of its acquisition plans. The company has less than 12 months from the date of the consolidated financial statements to complete a business combination. **Risk Factors:** - **Liquidity and Going Concern:** The company has substantial doubt about its ability to continue as a going concern for the next twelve months from the issuance of the consolidated financial statements. If the company is unable to complete a business combination, it will be forced to cease operations and liquidate the trust account. - **Market Position Changes:** The company's securities were delisted from the NYSE on March 11, 2024, and are now available for trading in the over-the-counter (OTC Pink) market. **Market Position Changes:** - **Delisting:** The company's securities were delisted from the NYSE on March 11, 2024, and are now available for trading in the over-the-counter (OTC Pink) market. - **Trust Extensions:** The company has extended the deadline to complete its initial business combination multiple times, with the current deadline being May 15, 2025. **Financial Condition:** - **Cash and Cash Equivalents:** The company had $39,938 in cash and no cash equivalents as of December 31, 2024. - **Investments Held in Trust Account:** The company had $3,237,676 in investments held in the trust account as of December 31, 2024. - **Operating Activities:** The company used $2,544,827 in cash for operating activities in 2024, compared to $1,406,946 in 2023. - **Investing Activities:** The company provided $70,932,201 in cash from investing activities in 2024, primarily from cash withdrawn from the trust account for payment to redeeming stockholders. - **Financing Activities:** The company used $68,347,625 in cash for financing activities in 2024, primarily for payments to redeeming stockholders. **Operational Overview:** - **Business Operations:** The company has not engaged in any operations or generated any operating revenues to date. All activity has been related to the company's formation, its IPO, and subsequent to the IPO, identifying a target company for an initial business combination. - **Liquidity:** The company intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete a business combination. The company may withdraw interest from the trust account to pay taxes, if any. - **Going Concern:** The company has substantial doubt about its ability to continue as a going concern for the next twelve months from the issuance of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.