UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
The information set forth under Item 5.02 below is incorporated in its entirety herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2022, Nathan Asplund resigned from the Board of Directors (the “Board”) and as a member of the audit committee of Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), effective immediately, as a result of time constraints related to new employment held by Mr. Asplund, which necessitated he relocate to another state. His resignation was not due to any disagreement with the Company.
To fill the vacancy created by Mr. Asplund’s departure, on March 4, 2022, the Board appointed Troy O. Welch to serve as a member of the Board, effective immediately.
There are no family relationships between Mr. Welch and any director, executive officer, or person nominated or chosen by the Company to become a director of the Company. There are no transactions between the Company and Mr. Welch that are subject to disclosure under Item 404(a) of Regulation S-K pertaining to transactions with related persons.
In connection with the appointment, on March 4, 2022, the Company and Mr. Welch entered into a certain letter agreement and indemnification agreement, which are substantially similar to the letter agreement and indemnification agreements, respectively, entered into by the other officers and directors in connection with the Company’s initial public offering. On March 7, 2022, DHIP Natural Resources Investments, LLC, the Company’s sponsor, transferred an interest in 25,000 shares of Class B common stock, par value $0.0001 per share, of the Company (founder shares) to Mr. Welch, pursuant to the terms of a grant agreement. The letter agreement, the indemnity agreement and the grant agreement are included as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated March 4, 2022, by and among the Company, Troy O. Welch, and DHIP Natural Resources Investments, LLC | |
| 10.2 | Indemnification Agreement, dated March 4, 2022, by and between the Company and Troy O. Welch | |
| 10.3 | Grant agreement, dated March 7, 2022, by and between DHIP Natural Resources Investments, LLC and Troy O. Welch | |
| 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. | ||||||
| Dated: March 7, 2022 | ||||||
| By: | /s/ Richard Bertel | |||||
| Name: | Richard Bertel | |||||
| Title: | Chief Executive Officer | |||||