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).
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