Integrated Rail and Resources Acquisition Corp. (NYSE: IRRX)
(the “Company”) today announced several actions being undertaken in
anticipation of the previously announced annual meeting of
stockholders of the Company to be held at 10:00 a.m. Eastern Time
on August 8, 2023 (the “Annual Meeting”) for the purpose of
considering and voting on, among other proposals, a proposal to
extend the date by which the Company must consummate an initial
business combination (the “Extension”) from August 15, 2023 to
September 15, 2023, and to allow the Company, without another
stockholder vote, to further extend such date to consummate a
business combination on a monthly basis up to five (5) times by an
additional one (1) month each time after September 15, 2023 or
later extended deadline date, by resolution of the Company’s board
of directors, if requested by DHIP Natural Resources Investments,
LLC, a Delaware limited liability company (the “Sponsor”), upon
five days’ advance notice prior to the applicable deadline date,
until February 15, 2024, or a total of up to six (6) months after
August 15, 2023 (such date as extended, the “Deadline Date”),
unless the closing of an initial business combination shall have
occurred prior thereto.
Contributions to Trust Account
If the Extension is approved at the Annual Meeting and
implemented by the Company, the Sponsor or its designee(s) will
deposit into the trust account the lesser of $140,000 and $0.035
per public share for the period from August 15, 2023 to September
15, 2023 and each applicable month thereafter in which the Deadline
Date is extended (the amount of $140,000 currently representing
$0.035 per public share if 4,000,000 public shares remain
outstanding following redemptions in connection with the
Extension), as a loan (a “Contribution”, and the Sponsor or its
designee(s) making such Contribution, each a “Contributor”), on
each of August 15, 2023 and the 15th day of each subsequent
calendar month (if extended) until (but excluding) February 15,
2024 (each such date, a “Contribution Date”). The Company has not
asked the Sponsor to reserve for, nor has the Company independently
verified whether the Sponsor will have sufficient funds to satisfy,
any such Contributions.
If a Contributor fails to make a Contribution by an applicable
Contribution Date, the Company will liquidate and dissolve as soon
as practicable after such date and in accordance with the Company’s
charter. The Contributions will be evidenced by a non-interest
bearing, unsecured promissory note and will be repayable by the
Company upon consummation of an initial business combination. If
the Company does not consummate an initial business combination by
the Deadline Date, any such promissory notes will be repaid only
from funds held outside of the trust account or will be forfeited,
eliminated, otherwise forgiven or further extended to a later
deadline date in the event the Company’s stockholders approve
another applicable amendment to the Company’s charter. Any
Contribution is conditioned on the approval of the requisite
proposals at the Annual Meeting and the implementation of the
Extension. No Contribution will occur if such proposals are not
approved or the Extension is not implemented. If the Company has
consummated an initial business combination or announced its
intention to wind up prior to any Deadline Date, any obligation to
make Contributions will terminate.
Trust Funds Will Not Be Withdrawn to Pay Excise Taxes
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among
other things, a new U.S. federal 1% excise tax on certain
repurchases (including redemptions) of stock by publicly traded
U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after
January 1, 2023. Any redemptions of public shares on or after
January 1, 2023, including in connection with the Extension, may be
subject to such excise tax. The Company confirms that if the
Extension is implemented, it will not, under any circumstances,
withdraw any amounts from the trust account, including interest
earned on the funds held in the trust account, to pay for the 1%
excise tax that may become due under the IR Act.
Funds in Trust Account
The funds in the trust account have, since our initial public
offering, been held only in U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds
investing solely in U.S. government treasury obligations and
meeting certain conditions under Rule 2a-7 under the Investment
Company Act.
However, to mitigate the risk of us being deemed to be an
unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus
subject to regulation under the Investment Company Act, we are
currently assessing the relevant risks and it is possible that to
mitigate the risk of the Company being deemed to have been
operating as an unregistered investment company (including under
the subjective test of Section 3(a)(1)(A) of the Investment Company
Act), the Company may instruct the trustee with respect to the
trust account to liquidate the U.S. government treasury obligations
and money market funds held in the trust account on or before
November 10, 2023, the expiry of the 24-month anniversary of the
effective date of the Company’s IPO Prospectus, and to hold all
funds in the trust account in cash until the earlier of
consummation of the Company’s initial business combination or
liquidation. Following such liquidation, we would likely receive
minimal interest, if any, on the funds held in the trust account.
However, interest previously earned on the funds held in the trust
account still may be released to us to pay our taxes, if any. As a
result, any decision to liquidate the investments held in the trust
account and thereafter to hold all funds in the trust account in
cash items would reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of the
Company.
In addition, even prior to the 24-month anniversary of the
effective date of the IPO registration statement, we may be deemed
to be an investment company. The longer that the funds in the Trust
Account are held in short-term U.S. government treasury obligations
or in money market funds invested exclusively in such securities,
even prior to the 24-month anniversary, the greater the risk that
we may be considered an unregistered investment company, in which
case we may be required to liquidate the Company. Accordingly, we
may determine, in our discretion, to liquidate the securities held
in the trust account at any time, even prior to the Annual Meeting,
and instead hold all funds in the trust account in as cash items
which would further reduce the dollar amount our public
stockholders would receive upon any redemption or liquidation of
the Company. Were we to liquidate, our warrants would expire
worthless, and our securityholders would lose the investment
opportunity associated with an investment in the combined company,
including any potential price appreciation of our securities.
About Integrated Rail and Resources Acquisition Corp.
Integrated Rail and Resources Acquisition Corp. is a blank check
company formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. Although the
Company’s search for a target business is not limited to a
particular industry or geographic region, it has initially focused
on pursuing business combinations in North America with railroad
companies that transport bulk commodities, terminal companies that
transload bulk commodities to and from railroads and pipelines,
trucks, and ports, the companies that produce bulk commodities
moved by railroads in large volumes, and the rail cars that are
used to transport bulk commodities.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the approval of certain proposals at the
Annual Meeting, implementation of the Extension or any
Contributions to the trust account, any excise tax liabilities of
the Company under the IR Act, liquidation of any securities held in
the trust account, placement of funds held in the trust account in
an interest-bearing demand deposit account being permitted by the
trustee of the trust account or current or future interest rates on
funds held in the trust account. These statements are based on
current expectations on the date of this press release and involve
a number of risks and uncertainties that may cause actual results
to differ significantly, including those risks set forth in the
definitive proxy statement related to the Annual Meeting filed by
the Company with the Securities and Exchange Commission (the “SEC”)
on July 17, 2023 (the “Definitive Proxy Statement”), the Company’s
most recent Annual Report on Form 10-K and other documents filed
with the SEC. Copies of such filings are available on the SEC’s
website at www.sec.gov. The Company does not assume any obligation
to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
Additional Information and Where to Find It
Further information related to attendance, voting and the
proposals to be considered and voted on at the Annual Meeting is
described in the Definitive Proxy Statement, which has been mailed
to the Company’s stockholders of record as of the record date for
the Annual Meeting. Investors and security holders of the Company
are advised to read the Definitive Proxy Statement because it
contains important information about the Annual Meeting and the
Company. Investors and security holders of the Company may also
obtain a copy of the Definitive Proxy Statement, as well as other
relevant documents that have been or will be filed by the Company
with the SEC, without charge and once available, at the SEC’s
website at www.sec.gov or by directing a request to: Integrated
Rail and Resources Acquisition Corp., 400 W. Morse Boulevard, Suite
220, Winter Park, FL 32789.
Participants in the Solicitation
The Company and certain of its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in respect
of the proposals to be considered and voted on at the Annual
Meeting. Information concerning the interests of the directors and
executive officers of the Company is set forth in the Definitive
Proxy Statement, which may be obtained free of charge from the
sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20230724527609/en/
William Lane wlane@dhipgroup.com
Integrated Rail and Reso... (NYSE:IRRX)
過去 株価チャート
から 10 2024 まで 11 2024
Integrated Rail and Reso... (NYSE:IRRX)
過去 株価チャート
から 11 2023 まで 11 2024
