UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OF of 1934

Date of Report (Date of earliest event reported): July 1415, 2025

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-41048	86-2581754
(State or other jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

400 W. Morse Boulevard, Suite 220

Winter Park, FL 32789

(Address of principal executive offices and ~~Zip~~zip ~~Code~~code)

Registrant’s telephone number, including area code: (321) 972-1583

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~symbol~~Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant	OTC Pink: IRRXU	N/A
Class A common stock, par value $0.0001	OTC Pink: IRRX	N/A
Class A common stock, par value $0.0001 per share	OTC Pink: IRRX	N/A
Warrants	OTC Pink: IRRXW	N/A
Warrant	OTC Pink: IRRXW	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.0103 ~~Entry~~Material ~~Into~~Modifications to aRights ~~Material~~of ~~Definitive~~Security ~~Agreement~~Holders.

~~Fourth~~The ~~Amendment~~disclosure toset ~~Merger~~forth ~~Agreement~~below in Items 5.03 and 5.07 of this Current Report on Form 8-K is incorporated by reference herein.

OnItem ~~July 14, 2025, Integrated Rail and Resources Acquisition Corp~~5.,03 aAmendments ~~Delaware corporation (“SPAC”) entered into that certain Fourth Amendment~~ to ~~Agreement~~Articles ~~and Plan~~ of ~~Merger (the “Amendment”) to that certain Agreement and Plan of Merger dated November 8, 2024 (as amended~~Incorporation by that certain that certain Amendment to and Waiver of Agreement and Plan of Merger dated November 8, 2024, that certain Second Amendment to Agreement and Plan of Merger dated December 31, 2024, that certain Waiver to Agreement and Plan of Merger dated April 30, 2025, that certain Third Amendment to Agreement and Plan of Merger dated May 14, 2025, the Amendment, and as further amended or ~~modified~~Bylaws; ~~from~~Change ~~time to~~in ~~time,~~Fiscal ~~the “Merger Agreement”), by and among SPAC, Uinta Integrated Infrastructure Inc~~Year., a Delaware corporation (“Holdings”), Uinta Infrastructure Group Corp., a Delaware corporation (the “Company”), Tar Sands Holdings II, LLC, a Utah limited liability company (“Tar Sands”), and the other parties thereto.

~~Pursuant~~On toJuly ~~the~~15, ~~Amendment~~2025, ~~the~~SPAC ~~parties~~filed, ~~to the~~with ~~Merger~~the ~~Agreement~~unanimous ~~agreed~~consent toof ~~extend~~its ~~the~~board ~~Termination Date~~ of directors (the ~~Merger~~“Board”) ~~Agreement~~and tothe ~~August~~consent ~~31,~~a ~~2025;~~majority ~~provided,~~of ~~however,~~the ~~that~~holders ~~SPAC~~of ~~may extend~~SPAC’s ~~this~~Class ~~date~~A bycommon ~~an additional 15 days (to September 15~~stock, ~~2025)~~par byvalue ~~giving Tar Sands written notice on or prior to August 31, 2025~~$0.0001 ~~The~~per ~~parties also~~share ~~agreed to amend~~ (the ~~meanings~~“Class ofA ~~the terms Company~~ Common Stock”), ~~Consideration~~an ~~and~~amendment ~~Company Common Stock Consideration Amount~~ to ~~mean~~SPAC’s ~~820,000~~Amended ~~shares~~and ofRestated ~~Holdings~~Certificate ~~Class A~~of ~~Common~~Incorporation ~~Stock~~(as atso aamended, ~~value~~the of“Charter”), ~~$10~~with ~~per~~the ~~share~~Secretary ~~issued~~of toState of the ~~Company~~State ~~Members~~of ~~pursuant~~Delaware to (the ~~Rollover Agreement,~~“Charter ~~and $8,200,000, respectively~~Amendment”).

~~All~~The ~~terms~~Charter ~~used~~Amendment inextends ~~this~~the date ~~Item~~by ~~1.01~~which ~~and~~SPAC ~~not~~must ~~defined~~complete an initial business combination (the “Deadline Date”) from July 15, 2025 to ~~herein~~August ~~shall~~15, ~~have~~2025, by depositing (or causing to be deposited) into the ~~meanings~~trust ~~set~~account ~~forth~~established into connection with SPAC’s initial public offering (the ~~Merger~~“Trust ~~Agreement~~Account”) $1.00 ~~The~~for ~~foregoing~~such ~~summary~~one-month ofextension ~~the~~(an ~~Amendment~~“Extension ~~does~~Payment”) on ~~not~~or ~~purport~~prior to beJuly ~~complete~~ 15, 2025, and isto ~~qualified~~allow inSPAC, ~~its~~without ~~entirety~~another bystockholder ~~reference~~vote, to further extend the ~~Amendment,~~Deadline Date on a ~~copy~~monthly basis one time by an additional one month after August 15, 2025, by resolution of ~~which~~the isBoard, ~~filed~~if asrequested ~~Exhibit~~by ~~2.1~~SPAC’s ~~and~~sponsor is(the ~~incorporated~~“Sponsor”), upon five days’ advance notice prior to the Deadline Date, until September 15, 2025, by ~~reference~~depositing (or causing to be deposited) ~~herein~~into the Trust Account an Extension Payment on or prior to the Deadline Date, unless the closing of an initial business combination shall have occurred prior thereto.

~~Sixth~~The ~~Amended~~foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and ~~Restated~~is ~~Lender~~incorporated ~~Note~~by reference herein.

AsItem ~~previously~~5.07 ~~disclosed,~~Submission ~~(a)~~of onMatters ~~January 12, 2023, SPAC issued an unsecured promissory note~~ to ~~Trident Point 2, LLC,~~ a ~~Delaware~~Vote ~~limited liability company (the “Lender”) (the “Lender Note”), pursuant to which SPAC was entitled to borrow up to an aggregate principal amount~~ of ~~$600,000~~Security in order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination; (b) on February 8, 2024, SPAC issued an unsecured promissory note to the Lender Note, pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $750,000 from the Lender; (c) on January 10, 2025, SPAC amended and restated the Lender Note to amend the Maturity Date (as defined in the Lender Note) to the earlier of (i) May 15, 2025 or (ii) the date on which SPAC consummates an initial business combination; (d) on February 10, 2025, SPAC amended and restated the Lender Note to entitle SPAC to borrow up to an aggregate principal amount of $1,350,000 from the Lender in order to fund costs reasonably related to an initial business combination; and (e) on May 15, 2025, SPAC amended and restated the Lender Note to amend the Maturity Date to the earlier of (i) July 15, 2025 or (ii) the date on which SPAC consummates an initial business combinationHolders.

1On July 15, 2025, SPAC held a special meeting of stockholders (the “Special Meeting”), at which holders of 4,382,381 shares of Class A Common Stock were present in person or by proxy, representing approximately 75.88% of the voting power of the 5,775,572 issued and outstanding Class A Common Stock entitled to vote at the Special Meeting as of the close of business on July 2, 2025, which was the record date for the Special Meeting.

OnAt ~~July~~the ~~14,~~Special ~~2025~~Meeting, SPAC ~~amended~~stockholders approved ~~and~~a ~~restated~~proposal (the ~~Lender~~“Extension ~~Note~~Amendment Proposal”) to amend the ~~Maturity~~Charter to extend the Deadline Date from July 15, 2025 to ~~the~~August ~~earlier~~15, of2025, by depositing (ior causing to be deposited) into the Trust Account an Extension Payment on or prior to July 15, 2025, and to allow SPAC, without another stockholder vote, to further extend the Deadline Date on a monthly basis one time by an additional one month after August 15, 2025, by resolution of the Board, if requested by the Sponsor, upon five days’ advance notice prior to the Deadline Date, to September 15, 2025, orby depositing (iior causing to be deposited) into the ~~date~~Trust Account an Extension Payment on ~~which~~or ~~SPAC~~prior ~~consummates~~to the Deadline Date, unless the closing of an initial business combination shall have occurred prior thereto. As a result of the approval of the Extension Amendment Proposal, the Sponsor made and will make an Extension Payment into the Trust Account on or prior to each applicable Deadline Date.

The ~~foregoing~~following ~~description~~is a tabulation of the ~~Lender~~votes ~~Note~~with isrespect ~~qualified in its entirety by reference~~ to the ~~full~~Extension ~~text~~Amendment ~~of the Lender Note~~Proposal, ~~a copy of~~ which iswas ~~filed~~approved ~~as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein~~ by ~~reference.~~SPAC’s stockholders:

Additional Information about the Business Combination and Where to Find It

Common Stock Votes For				Common Stock Votes Against				Common Stock Abstentions
	4,382,377				2				2

~~This~~In ~~document~~connection ~~relates~~with ~~to a proposed transaction between SPAC,~~ the ~~Company~~Special ~~and the other parties to the Merger Agreement. This document does not constitute an offer to sell or exchange~~Meeting, ornone ~~the solicitation~~ of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the ~~securities~~stockholders ~~laws~~ of ~~any such jurisdiction. The parties intend to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a proxy statement of~~ SPAC ~~and a prospectus for Holdings~~’s ~~securities,~~Class ~~referred to as a proxy statement/prospectus.~~ A ~~proxy~~Common ~~statement/prospectus~~Stock ~~will be~~exercised ~~sent~~their toright ~~all SPAC stockholders. The parties will file other documents relating~~ to ~~the~~redeem ~~proposed~~such ~~transaction~~shares ~~with~~for ~~the~~a ~~SEC.~~pro ~~Before~~rata ~~making any~~portion ~~voting decision, investors and security holders~~ of ~~SPAC are urged to read~~ the ~~registration statement, the proxy statement/prospectus~~ ~~and~~funds ~~all other relevant documents filed or that will be filed with the SEC~~ in ~~connection with~~ the ~~proposed~~Trust ~~transaction as they become available because they will contain important information about the proposed transaction~~Account.

~~Stockholders~~On ~~will~~July ~~also~~15, be2025, ~~able~~SPAC tofiled ~~obtain copies~~the ofCharter ~~the~~Amendment ~~preliminary~~with ~~proxy~~the ~~statements,~~Secretary ~~the~~of ~~definitive~~State ~~proxy~~of ~~statements~~the ~~and~~State ~~other~~of ~~documents~~Delaware ~~filed~~to ~~with~~reflect the ~~SEC~~Extension ~~that~~Amendment ~~will~~Proposal. beThe ~~incorporated~~foregoing description byof ~~reference~~the ~~therein,~~Extension ~~without~~Amendment ~~charge,~~Proposal ~~once~~is ~~available,~~qualified atin ~~the~~its ~~SEC’s~~entirety ~~website~~by atreference ~~www.sec.gov,~~to orthe byfull ~~directing~~text aof ~~request~~the toCharter ~~SPAC~~Amendment, ata copy of which ~~400~~is W.filed ~~Morse~~as ~~Boulevard,~~Exhibit ~~Suite~~3.1 ~~220,~~to ~~Winter~~this ~~Park,~~Current ~~Florida~~Report ~~32789,~~on ~~Attention:~~Form ~~Mark~~8-K ~~Michel,~~and ~~Chief~~is ~~Executive~~incorporated ~~Officer,~~herein ~~(347)~~by ~~627-0058~~reference.

~~Participants in the Solicitation~~1

~~SPAC~~Forward-Looking and the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SPAC stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of SPAC and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.Statements

This ~~communication~~document ~~does~~relates ~~not~~to ~~constitute~~a anproposed transaction ~~offer~~between SPAC, Uinta Infrastructure Group Corp., a Delaware corporation (the “Company”), and the other parties to ~~sell~~that certain Agreement and Plan of Merger dated November 8, 2024, as amended in accordance with its terms. The information in this current report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transaction between the Company and SPAC. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts regarding the ~~solicitation~~Company’s business, net proceeds from the proposed transaction, potential benefits of anthe ~~offer~~proposed transaction and the potential success of the Company’s market and growth strategies, and expectations related to ~~buy~~the terms and timing of the proposed transaction. These statements are based on various assumptions and on the current expectations of SPAC and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any ~~securities~~investor as, a guarantee, an assurance, a prediction or a ~~solicitation~~definitive statement of ~~any~~fact ~~vote~~or probability. Actual events and circumstances are difficult or ~~approval~~impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and the Company. These forward-looking statements are subject to a number of risks and uncertainties, ~~nor~~including: ~~shall~~(i) ~~there~~the risk that the proposed transaction may not be ~~any~~completed ~~sale~~in a timely manner or at all; (ii) the risk that the proposed transaction may not be completed by SPAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the approval of the proposed transaction by the stockholders of SPAC and the receipt of certain governmental and regulatory approvals; (iv) the failure to realize the anticipated benefits of the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, performance, and business generally; (vi) the outcome of any ~~securities~~legal inproceedings that may be instituted against SPAC or the Company related to the business combination agreement or the proposed transaction; (vii) the ability to address the market opportunity for the Company’s products and services; (viii) the risk that the proposed transaction may not generate the expected net proceeds for the combined company; (ix) the ability to implement business plans and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (x) the occurrence of any ~~state~~event, change or ~~jurisdiction~~other circumstance that could give rise to the termination of the business combination agreement; (xi) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which ~~such~~the ~~offer~~Company operates; and (xii) those factors discussed in SPAC’s filings with the SEC under the headings “Risk Factors,” ~~solicitation~~and other documents of SPAC filed, or ~~sale~~to ~~would~~be filed, with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be ~~unlawful~~additional ~~prior~~risks that neither SPAC nor the Company presently know or that SPAC and the Company currently believe are immaterial that could also cause actual results to ~~registration~~differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SPAC’s and the Company’s expectations, plans or ~~qualification~~forecasts of future ~~under~~events and views as of the ~~securities~~date ~~laws~~of this report. While SPAC and the Company may elect to update these forward-looking statements at some point in the future, each specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC’s and the Company’s assessments as of ~~such~~any ~~other~~date ~~jurisdiction~~subsequent to the date of this press report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

2Item 9.01 Financial Statements and Exhibits.

~~Forward-Looking~~(d) ~~Statements~~Exhibits

The ~~information~~following inexhibit ~~this~~is ~~current~~attached ~~report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws with respect~~ to ~~the~~this ~~proposed~~Current ~~transaction~~Report between the Company and SPAC. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward- looking statements include, but are not limited to, statements regarding estimates and forecasts regarding the Company’s business, net proceeds from the proposed transaction, potential benefits of the proposed transaction and the potential success of the Company’s market and growth strategies, and expectations related to the terms and timing of the proposed transaction. These statements are based on ~~various~~Form ~~assumptions and on the current expectations of SPAC and the Company’s management and are not predictions of actual performance. These forward~~8-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and the Company. These forward-looking statements are subject to a number of risks and uncertainties, includingK: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the risk that the proposed transaction may not be completed by SPAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the approval of the proposed transaction by the stockholders of SPAC and the receipt of certain governmental and regulatory approvals; (iv) the failure to realize the anticipated benefits of the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, performance, and business generally; (vi) the outcome of any legal proceedings that may be instituted against SPAC or the Company related to the business combination agreement or the proposed transaction; (vii) the ability to address the market opportunity for the Company’s products and services; (viii) the risk that the proposed transaction may not generate the expected net proceeds for the combined company; (ix) the ability to implement business plans and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (x) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (xi) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which the Company operates; and (xii) those factors discussed in SPAC’s filings with the SEC under the headings “Risk Factors,” and other documents of SPAC filed, or to be filed, with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward- looking statements reflect SPAC’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this report. While SPAC and the Company may elect to update these forward-looking statements at some point in the future, each specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC’s and the Company’s assessments as of any date subsequent to the date of this press report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Title or Description
3.1		Seventh Amendment to the Amended and Restated Articles of Incorporation of SPAC, dated as of July 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits~~2

~~The following exhibit is attached to this Current Report on Form 8-K:~~SIGNATURE

Exhibit No.		Exhibit Title or Description
2.1		Fourth Amendment to Agreement and Plan of Merger, dated as of July 14, 2025
10.1		Sixth Amended and Restated Lender Note, dated as of July 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 15, 2025
	By:	/s/ Mark A. Michel
	Name:	Mark A. Michel
	Title:	Chief Executive Officer

~~SIGNATURE~~3

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: July 14, 2025	By:	/s/ Mark A. Michel
	Name:	Mark A. Michel
	Title:	Chief Executive Officer

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