Item 1.01. Entry into a Material Definitive Agreement.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the special meeting (defined below), on February 8, 2023, Integrated Rail and Resources Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company, LLC (the "Trustee") entered into an amendment, dated February 8, 2023 (the "Trust Amendment") to the Investment Management Trust Agreement, dated as of November 11, 2021, by and between the Company and the Trustee. A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Special Meeting of Stockholders of the Company held on February 8, 2023 at 10:00 a.m. Eastern Time (the "Special Meeting"), the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 9, 2023 (the "Extension Amendment"), to extend the date (the "Extension") by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (an "initial business combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company's Class A common stock ("Class A common stock") included as part of the units sold in the Company's initial public offering that was consummated on November 16, 2021 (the "IPO"), from February 15, 2023 to March 15, 2023, and to allow the Company, without another stockholder vote, to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one (1) month each time after March 15, 2023 or later extended deadline date, by resolution of the Company's board of directors (the "Board"), if requested by DHIP Natural Resources Investments, LLC, a Delaware limited liability company ("Sponsor"), upon five days' advance notice prior to the applicable deadline date, until August 15, 2023, or a total of up to six (6) months after February 15, 2023 (such date as extended, the "Deadline Date"), unless the closing of a business combination shall have occurred prior thereto. The First Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 8, 2023, the Company held the Special Meeting. On January 17, 2023, the record date for the Special Meeting, there were 28,750,000 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 24,113,590 shares of common stock of the Company or 83.87% of the shares entitled to vote at the Special Meeting were represented in person or by proxy. Stockholders voted on the Extension Amendment and on the Trust Amendment.

The results of voting on the above two agenda items voted on at the Special Meeting were as follows:

1. Charter Amendment

Stockholders approved the Extension Amendment. The voting results were as follows:



   FOR       AGAINST   ABSTAIN
23,817,764   295,826      0

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2. Trust Amendment

Stockholders approved the Trust Amendment. The voting results were as follows:



   FOR       AGAINST   ABSTAIN
24,112,088    1,502       0


Item 8.01. Other Events.

In connection with the vote on the Extension Amendment at the Special Meeting, stockholders holding a total of 9,155,918 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account. As a result, approximately $94,489,073.76 (approximately $10.32 per share) will be removed from the Company's trust account to pay such holders. Following redemptions, the Company will have 19,594,082 shares outstanding.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this Form 8-K:



Exhibit
Number         Description
                 First Amendment to the Amended and Restated Certificate of
  3.1          Incorporation
  10.1           Amendment to Investment Management Trust Agreement
               Cover Page Interactive Data File, formatted in Inline Extensible
104            Business Reporting Language (iXBRL)

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