Integrated Rail and Resources Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement
Amendment to Administrative Support Agreement
As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2021, Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”) entered into an Administrative Support Agreement (the “Original Agreement”) dated November 11, 2021, by and between SPAC and SPAC’s sponsor, DHIP Natural Resources Investments, LLC (the “Sponsor”), pursuant to which, among other things, the Sponsor shall make available, or cause to be made available, to SPAC, certain office space, utilities and secretarial and administrative support as may be reasonably required by SPAC in exchange for SPAC paying the Sponsor the sum of $10,000 per month beginning on November 10, 2021 and continuing monthly thereafter until the earlier of the consummation by SPAC of an initial business combination or SPAC’s liquidation (in each case as described in the Registration Statement on Form S-1 and prospectus filed with the USEC (File No. 333-256381) (the “Registration Statement”)) (such earlier date, as may be extended from time to time pursuant to the Merger Agreement (as defined below), the “Termination Date”).
On March 21, 2025, the parties to the Original Agreement entered into an agreement pursuant to which the Sponsor irrevocably waived any and all rights to receive (a) any and all payments owed to it by SPAC under the Original Agreement for the year ending December 31, 2025, totaling $120,000; (b) any and all payments owed to it by SPAC under the Original Agreement for the year ending December 31, 2024, totaling $120,000; and (c) an aggregate of seven (7) payments owed to it during the year ending December 31, 2023, totaling $70,000 (the “Amendment”).
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | Amendment to Administrative Support Agreement, dated as of March 21,2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. | ||
| Dated: March 21, 2025 | By: | /s/ Mark A. Michel |
| Name: | Mark A. Michel | |
| Title: | Chief Executive Officer | |
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