UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2021 (
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| Item 4.02. | Non- Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
Integrated Rail and Resources Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 (“Amendment 1”) to the Current Report on Form 8-K, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 22, 2021 (the “Original Form 8-K”), solely to amend and restate the November 16, 2021 balance sheet, including related footnote disclosures, which was filed as an exhibit to the Original Form 8-K (the “Original Financial Statement”) to correct an error relating to the warrant redemption trigger price in Note 7 and amend references to “ordinary shares” to instead refer to shares of common stock. No changes have been made to the financial numbers included in the Original Financial Statement.
Background of Restatements
The Company’s management and audit committee of the board of directors (the “Audit Committee”) determined that the Original Financial Statement should no longer be relied upon due to an error contained therein relating to the price per share of Class A common stock of the Company, par value $0.0001 per share, at which the warrants contained as part of the units sold in the Company’s initial public offering (the “Public Warrants”) can be redeemed.
The Company’s warrant agreement, by and between the Company and American Stock Transfer & Trust Company, LLC, dated as of November 11, 2021 (the “Warrant Agreement”), and the Company’s Registration Statement on Form S-1 (File No. 333-256381) related to the initial public offering of the Company, originally filed with the SEC on May 21, 2021, as amended, provide that a condition to redeeming the Company’s Public Warrants requires that the last sales price of the Class A common stock reported has been at least $18.00 per share (the “Redemption Trigger Price”) on each of twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption for the Public Warrants is given. However, in addition to stating the correct $18.00 redemption trigger price, certain language in Note 7 to the Original Financial Statement incorrectly provides for redemption trigger prices of $10.00 and $12.00, respectively. In addition, the Original Financial Statement refers to the Company’s common stock as “ordinary shares” in certain instances.
The Company was made aware of the error and identified the inconsistency of the Redemption Trigger Price in the Original Financial Statement. As a result, the Company’s management, together with the Audit Committee, determined that the Original Financial Statement should be amended and restated in this Amendment No. 1 to Current Report on Form 8-K to correct this error by conforming the Redemption Trigger Price in the Original Financial Statement to that of the Warrant Agreement. Additionally, previous references to “ordinary shares” have been amended to refer to shares of common stock.
The Original Financial Statement that was previously filed as an exhibit for this period is superseded by the information in this Amendment No. 1 to Current Report on Form 8-K and the amended and restated audited balance sheet as of November 16, 2021 attached hereto as Exhibit 99.1, and the Original Financial Statement should no longer be relied upon.
The audit report of the Company’s current independent registered public accounting firm, Marcum LLP (“Marcum”) included in the Company’s Form 8-K relating to the audited balance sheet as of November 16, 2021, as filed on November 22, 2021 with the Securities and Exchange Commission should no longer be relied upon.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the initial public offering of the Company.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of November 16, 2021 (as amended and restated). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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. | ||||||
| By: | /s/ Richard Bertel | |||||
| Name: | Richard Bertel | |||||
| Title: | Chief Executive Officer | |||||
| Dated: February 18, 2022 | ||||||