Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2023, Integrated Rail and Resources Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Convertible Note") to Trident Point 2, LLC, a Delaware limited liability company ("Trident Point 2") pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $600,000 from Trident Point 2 in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination (as defined below). All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) August 15, 2023 (the "Maturity Date") and (ii) the date on which the Company consummates an initial business combination (the "Business Combination").

Pursuant to the terms of the Convertible Note, Trident Point 2 will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note, up to $600,000 in the aggregate, into warrants to purchase the Company's shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company's initial public offering.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of each of the Convertible Note and private placement warrants was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

Exhibit     Description

10.1          Convertible Promissory Note, dated as of January 16, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses