As filed with the Securities and Exchange Commission on November 12, 2024

Registration Statement No: 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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UINTA INFRASTRUCTURE GROUP CORP.*
(Exact Name of Registrant as Specified in its Charter)

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400 W. Morse Boulevard, Suite 220
Winter Park, FL 32789
(321) 972-1583

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

__________________________________________

[•]
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Registrant:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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*        The Registrant is currently named Uinta Infrastructure Group Corp. In connection with the Business Combination described in the proxy statement/prospectus included in this registration statement, the Registrant plans to change its name to Integrated Rail & Resources Inc.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Further, by virtue of the SPAC Merger and without any action on the part of any Party or any action on the part of the holders of securities of any Party:

•        SPAC Units:    Immediately prior to the Effective Time, every issued and outstanding unit of SPAC (the “SPAC Unit”) shall be automatically separated and the holder thereof shall be deemed to hold one share of Class A common stock of SPAC, par value $0.0001 per share (the “SPAC Class A Common Stock”), and one-half of one whole warrant entitling the holder to purchase one share of SPAC Class A Common Stock for $11.50 per share (the “SPAC Public Warrant”) in accordance with the terms of the applicable SPAC Unit.

•        SPAC Common Stock:    Each share of SPAC Class A Common Stock and each share of Class B common stock of SPAC, par value $0.0001 per share (the “SPAC Class B Common Stock” or “Founder Shares,” and together with the SPAC Class A Common Stock, the “SPAC Common Stock”) issued and outstanding as of the Effective Time shall, at the Effective Time, be converted automatically into and thereafter represent the right to receive one share of Class A common stock of Holdings, par value $0.0001 per share (the “Holdings Common Stock”), following which all shares of SPAC Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of shares of SPAC Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided in the Merger Agreement or by Law.

•        SPAC Warrants:    At the Effective Time, and pursuant to the SPAC Warrant Agreement, as amended by the Warrant Amendment, each issued and outstanding SPAC Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Holdings Public Warrant and one Holdings Private Warrant (together with the Holdings Public Warrants, the “Holdings Warrants”), respectively, of like tenor, in each case. The SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Holdings Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrant Agreement (and in the SPAC Private Warrants Purchase Agreement, in the case of the Holdings Private Warrants), except as set forth in the Warrant Amendment, including, without limitation, that the Holdings Warrants shall represent the right to acquire shares of Holdings Common Stock in lieu of shares of SPAC Class A Common Stock.

•        Treasury Stock:    At the Effective Time, if there are any shares of capital stock of SPAC that are owned by SPAC as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or consideration therefor.

•        SPAC Merger Sub Stock:    At the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of SPAC Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted, and such shares shall constitute the only outstanding shares of capital stock of SPAC Surviving Subsidiary.

Further, at the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any action on the part of the holders of securities of any Party:

•        Securities of Holdings:    all of the shares of Holdings issued and outstanding immediately prior to the Effective Time (other than the Company Common Stock Consideration (as defined below)) shall be canceled and extinguished without any conversion thereof or consideration therefor.

The Merger Agreement provides that immediately prior to the Closing, and pursuant to the Rollover Agreement to be entered into by and between each holder of the Company Membership Interests (the “Company Members”) and Holdings, the Company Members will contribute the Rollover Interests to Holdings in exchange for the Company Common Stock Consideration or, as applicable, the Company Member Redemption Consideration. The “Company Common Stock Consideration” means 800,000 shares of Holdings Common Stock at a value of $10.00 per share issued to the Company Members pursuant to the Rollover Agreement. The Company Member Redemption Consideration will be an amount in cash equal to $8,000,000. Additionally, the Company Merger Consideration shall be an amount in cash equal to (a) an Enterprise Value of $20,000,000, minus the Company Common Stock Consideration Amount of $8,000,000, minus (b) the Closing Company Indebtedness. Upon the consummation of the Business Combination, Holdings will become the public reporting company and Holdings will be renamed Integrated Rail & Resources Inc.

Notwithstanding the foregoing, no fractional Holdings Common Stock will be issued. Instead of the issuance of any fractional share, each Person or entity that would otherwise be entitled to a fraction of a share of Holdings Common Stock (after aggregating all fractional shares of Holdings Common Stock that otherwise would be received by such Person or entity) shall have the number of Holdings Common Stock issued to such Person or entity rounded up in the aggregate to the nearest whole number of Holdings Common Stock.

The Merger Agreement includes a covenant that each of the Company, SPAC and Holdings shall use their commercially reasonable best efforts to enter into and consummate subscription agreements with investors relating to a private placement of shares in the Company, SPAC, or Holdings, the issuance of convertible or non-convertible debt, or the entry into backstop arrangements with potential investors in a minimum amount equal to Available Closing Date Cash (as defined below), provided that the terms of any such private placement or backstop arrangement must be mutually agreeable to, and approved in advance in writing by, each of the Company, SPAC and Holdings (a “Financing”). “Available Closing Date Cash” means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) the cash to be released from the Trust Account net of any redemptions of SPAC Common Stock by any redeeming SPAC stockholders, plus (ii) the net proceeds raised by Company, SPAC and/or Holdings in any Financing, including, for the avoidance of doubt, any Financing obtained on or prior to the Closing Date, plus (iii) an amount of cash sufficient to operate the Surviving Company for twelve (12) months post-Closing. Any Available Closing Date Cash shall be used to fund the Company Merger Cash Consideration, fund cap ex of the Surviving Company, repayment of approximately $6.43 million of Indebtedness of Holdings, pay Outstanding Transaction Expenses (as defined in the Merger Agreement) and, to the extent any Available Closing Date Cash remains thereafter, perform the Company Member Redemption.

In connection with the execution and delivery of the Merger Agreement, (i) the Sponsor entered into a support agreement with the other parties thereto (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed to vote its shares in favor of the Business Combination and to otherwise be bound by its respective obligations under the Merger Agreement, and (ii) certain holders of Company Membership Interests entered into a support agreement (the “Company Support Agreement”), pursuant to which, among other things, such holders agreed not to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of the Business Combination and to otherwise be bound by its respective obligations under the Merger Agreement.

It is anticipated that, upon completion of the Business Combination, (i) 11,340,865 Holdings Common Stock (inclusive of the conversion of SPAC Common Stock into Holdings Common Stock) will be issued, assuming no SPAC Class A Common Stock are redeemed in connection with the Business Combination; and (ii) 11,806,018 Holdings Common Stock (inclusive of the conversion of SPAC Common Stock into Holdings Common Stock) will be issued, assuming the maximum number of SPAC Class A Common Stock are redeemed in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

SPAC Units, the SPAC Class A Common Stock and SPAC Public Warrants are publicly traded on the OTC Markets Group Inc. OTC Pink (the “OTC Markets”) under the symbols “IRRXU,” “IRRX,” and “IRRXW,” respectively. Each unit consists of one share of SPAC Common Stock and one-half of one SPAC Public Warrant. Upon consummation of the Business Combination, any SPAC Units then outstanding will automatically separate into its constituent SPAC Class A Common Stock and SPAC Public Warrants.

On August 15, 2024, the business day preceding the date the Business Combination was publicly announced, the last reported sale price of the SPAC Class A Common Stock on the OTC Markets was $11.05 per share, the last reported sale price of SPAC Public Warrants on the OTC Markets was $0.04 per warrant, and the last reported sale price of SPAC Units on the OTC Markets was $10.11 per unit. Holdings has applied for listing, to be effective at the time of the Business Combination, of Holdings Common Stock and Holdings Public Warrants on Nasdaq under the proposed symbols “[•]” and “[•].” It is a condition for the consummation of the Business Combination that Holdings receive confirmation from Nasdaq that the Holdings Common Stock and Holdings Public Warrants have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that Holdings will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

Pro Forma Ownership

The following table summarizes the pro forma ownership of Holdings Common Stock immediately following the Business Combination under three redemption scenarios: (i) no additional redemptions, (ii) 50% redemptions, and (iii) maximum redemptions.

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(1)      Excludes 9,400,000 SPAC Private Warrants held by the Sponsor.

(2)      Excludes 11,500,000 SPAC Public Warrants held by the Sponsor

(3)      “Anticipated Financing” means anticipated financing in the form of any of (i) subscription agreements with investors relating to a private placement of shares (including, for the avoidance of doubt, preferred equity) in the Company, SPAC, or Holdings, (ii) the issuance of convertible or non-convertible debt, or (iii) the entry into backstop arrangements with potential investors, in a minimum amount equal to Available Closing Date Cash, provided that the terms of any such private placement or backstop arrangement must be mutually agreeable to, and approved in advance in writing by, each of the Company, SPAC and Holdings. As of the date of this proxy statement/prospectus, no definitive agreements have been entered into with respect to any Anticipated Financing, and there is no guarantee that such financing will be found on favorable terms or at all. Assumes shares that would be issued under required financing to ensure the Available Closing Date Cash requirement would be equity classified and issued at $10 per share

Stockholders will experience additional dilution to the extent Holdings issues additional shares of Holdings Common Stock after the closing of the Business Combination. The table above does not include (i) any Holdings Common Stock that may be issued in connection with any Financing, (ii) 11,500,000 Holdings Common Stock that underlie the SPAC Public Warrants, and (iii) 9,400,000 Holdings Common Stock that underlie Sponsor’s SPAC Private Warrants, and (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination. The ownership percentages reflected in the table are based upon the number of Holdings Common Stock and shares of SPAC Class A Common Stock issued and outstanding as of the date of this proxy statement/prospectus.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership of Holdings After the Closing.”

Compensation Received by the Sponsor

SPAC’s sponsor is DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Sponsor”). In March 2021, the Sponsor paid SPAC $25,000, or approximately $0.003 per share, to cover certain of our formation and operating expenses in consideration for 7,906,250 Founder Shares. In September 2021, Sponsor forfeited 2,156,250 Founder Shares, resulting in the Sponsor holding 5,750,000 Founder Shares, for which it paid approximately $0.004 per share on a post-forfeiture basis. Additionally, upon the closing of our IPO on November 16, 2021, certain anchor investors (the “Anchor Investors”) entered into an agreement (the “Anchor Investor Agreement”) with our Sponsor and certain of its members pursuant to which, subject to the conditions set forth therein, the Anchor Investors purchased, in the aggregate, 1,515,160 Founder Shares. Our Sponsor accordingly cancelled an aggregate of 1,515,160 Founder Shares, which were reissued by SPAC to the Anchor Investors in the IPO. For additional details regarding the Anchor Investors and the Anchor Investor Agreement, see “Certain Relationships and Related Party Transactions — Related Party Transactions of Integrated Rail — SPAC Class B Common Stock/Founder Shares.” As of the date of this proxy statement/prospectus, the Sponsor holds 4,234,840 shares of SPAC Class B Common Stock, equivalent to approximately $0.006 per share on a post-forfeiture and post-cancellation basis, as described above. Upon the completion of the Business Combination, Sponsor and its affiliates will hold a total of [•] shares of Holdings Common Stock.

The Sponsor will not receive any compensation in connection with the Business Combination. Since the Sponsor only paid $25,000 for the 4,234,840 shares of SPAC Class B Common Stock it will retain at the closing of the business combination (approximately $0.006 per share) as compared to the $10.00 per share price paid by the public stockholders in the initial public offering of SPAC, the Sponsor will still be able to make a positive rate of return even if the market price

of the common stock is very low after the Closing, while a public stockholder who purchased in the initial public offering would only make a positive rate of return if the trading price exceeds $10.00 per share. Because the shares of SPAC Class B Common Stock have already been issued, there will not be a material dilution to the equity interests of non-redeeming stockholders upon consummation of the Business Combination. In addition, the Sponsor also purchased in a private placement 9,400,000 private placement warrants in exchange for a capital contribution of $9,400,000. However, as the private placement warrants have been issued but not yet been exercised, once exercised the private placement warrants could result in substantial dilution to the equity interests of non-redeeming stockholders after the consummation of the Business Combination. See “Interests of the Sponsor and SPAC’s Directors and Officers in the Business Combination.”

At Closing, pursuant to the Merger Agreement, Holdings and Lower Holdings shall use a portion of the Available Closing Date Cash to pay or cause to be paid all current and pre-existing transaction expenses of the Sponsor, including the fees and expenses of advisors, legal counsel, accountants, consultants, experts and financial advisers employed by the Sponsor in connection with the Business Combination or any other potential transactions considered by the Sponsor. Holdings currently estimates that the total amount payable for transaction expenses and any outstanding loans or other obligations to the Sponsor is approximately $6.43 million. The reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming SPAC stockholders.

Conflicts of Interest

Since the Sponsor, its affiliates, representatives and the SPAC officers and directors (the “Sponsor Related Parties”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of SPAC Class A Common Stock, a conflict of interest may exist in determining whether the Business Combination with the Company is appropriate. Such interests include that the Sponsor Related Parties will lose their entire investment in SPAC if the SPAC does not complete a Business Combination. When you consider the recommendation of the board of directors of the SPAC (the “SPAC Board”) in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor Related Parties have interests in such proposal that are different from, or in addition to (and which may conflict with), those of the SPAC stockholders generally.

These interests may influence SPAC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the Transactions contemplated thereby. These interests were considered by the SPAC Board when it approved the Business Combination. For additional information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of SPAC’s Directors and Officers in the Business Combination.”

SPAC shareholders are being asked to consider a vote upon the Business Combination and certain Proposals related thereto as described in this proxy statement/prospectus. Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of shareholders of Integrated Rail and Resources Acquisition Corp. scheduled to be held on [•], 2024 (the “Special Meeting”).

The SPAC Board has approved and adopted the Merger Agreement and recommends that the SPAC shareholders vote FOR all of the Proposals presented to the shareholders at the Special Meeting. When you consider the SPAC Board’s recommendation of these Proposals, you should keep in mind that certain of the SPAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of SPAC’s Directors and Officers in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We encourage you to carefully read this entire document, including the annexes. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 44 of this proxy statement/prospectus.

This proxy statement/prospectus is dated [•], 2024 and is expected to be first mailed or otherwise delivered to SPAC shareholders on or about [•], 2024.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by SPAC, Holdings, the Company, or any other party to the Merger Agreement. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of SPAC, the Holdings, the Company or any other party to the Merger Agreement since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

LETTER TO STOCKHOLDERS OF
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.

Integrated Rail and Resources Acquisition Corp.
400 W. Morse Boulevard, Suite 220
Winter Park, FL 32789
Tel: (321) 972-1583

To the stockholders of Integrated Rail and Resources Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC” or “Integrated Rail”), on [•], 2024 at [•] Eastern Time, via live audio webcast over the internet at [•], or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned, for the purpose of voting on Integrated Rail’s proposed business combination with Tar Sands Holdings II, LLC (the “Company” or “TSII”) and the other matters described in the accompanying proxy statement/prospectus. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the section entitled “Frequently Used Terms” in the accompanying proxy statement/prospectus.

At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

1.      The Business Combination Proposal — to consider and vote upon a proposal (a) to approve and adopt the Agreement and Plan of Merger (as amended by that certain Amendment to and Waiver of Agreement and Plan of Merger, dated November 8, 2024, the “Merger Agreement”), by and among (i) SPAC, (ii) Holdings, (iii) Uinta Lower Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Lower Holdings”), (iv) Uinta Merger Co., a Delaware corporation and wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (v) Uinta Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Lower Holdings (“Company Merger Sub,” and together with SPAC Merger Sub, the “Merger Subs;” the Merger Subs, SPAC, Lower Holdings and Holdings are collectively referred to herein as the “SPAC Parties”), (vi) the Company, and (vii) Endeavor Capital Group, LLC (the “Company Member Representative”), a copy of which is attached to the accompanying proxy statement/prospectus as Annexes A and A-1, and (b) to approve the Transactions, including the Mergers, and Business Combination (the “Business Combination Proposal”).

2.      The Organizational Documents Proposal — to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Holdings Certificate of Incorporation, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, as the charter for the post-Business Combination company, which, if approved, would take effect substantially concurrently with the Effective Time (the “Organizational Documents Proposal”);

3.      The Advisory Governance Proposals — to consider and vote to approve, on a non-binding advisory basis, certain governance provisions in the Amended and Restated Holdings Certificate of Incorporation in the form attached to the accompanying proxy statement/prospectus as Annex B, and these proposals are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as five separate sub-proposals (collectively, the “Advisory Governance Proposals”);

4.      The Election of Directors Proposal — to consider and vote upon a proposal to elect, effective at the Closing, five directors to serve on the new Holdings Board until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified (the “Election of Directors Proposal”);

5.      The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of Holdings Common Stock pursuant to the Merger Agreement in connection with the Business Combination (the “Nasdaq Proposal”);

6.      The Incentive Plan Proposal — to consider and vote upon a proposal to approve the equity incentive plan, in the form attached to the accompanying proxy statement/prospectus as Annex D (the “Incentive Plan Proposal”);

7.      The NTA Proposal — to consider and vote on the approval and adoption of certain amendments to the SPAC Charter (as defined herein), which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by SPAC, prior to the consummation of the proposed Business Combination, to remove from the SPAC Charter requirements limiting SPAC’s ability to redeem issued and outstanding shares of SPAC Class A Common Stock held by public stockholders and consummate an initial business combination if the amount of such redemptions would cause SPAC to have less than $5,000,0001 in net tangible assets (“NTA”) (the “NTA Proposal”); and

8.      The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more Proposals presented to the SPAC Stockholders for vote (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Nasdaq Proposal, the Organizational Documents Proposal, and the Incentive Plan Proposal is cross conditioned on the approval of each other. The Business Combination Proposal is not conditioned on the separate approval of the Advisory Governance Proposals as the Advisory Governance Proposals are advisory votes and are not binding. Regardless of the outcome of the non-binding advisory vote on the Advisory Governance Proposals, the Amended and Restated Holdings Certificate of Incorporation will take effect upon the Closing. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal, such that if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by SPAC stockholders. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of SPAC (the “SPAC Board”) has (a) approved and adopted the Merger Agreement and approved the Transactions, (b) approved the other Proposals described in this proxy statement/prospectus, and (c) determined that it is advisable to consummate the Business Combination.

Upon the consummation of the Business Combination, Holdings will become the public reporting company and Holdings will be renamed Integrated Rail & Resources Inc. Holdings is offering up to (i) [•] shares of Holdings Common Stock, par value $0.0001 per share (“Holdings Common Stock”) and (ii) [•] warrants to purchase Holdings Common Stock (“Holdings Public Warrants”) in the Business Combination. Holdings intends to apply to list the Holdings Common Stock and Holdings Public Warrants on The Nasdaq Stock Market LLC with the ticker symbols “[•]” and “[•]” respectively.

On August 12, 2024, Integrated Rail and Resources Acquisition Corp. entered into the Merger Agreement by and among (i) SPAC, (ii) Holdings, (iii) Lower Holdings, (iv) SPAC Merger Sub, (v) Company Merger Sub, (vi) the Company, and (vii) the Company Member Representative.

Pursuant to the terms of the Merger Agreement, at the Effective Time:

•        SPAC Merger Sub will merge with and into SPAC (the “SPAC Merger”), following which (a) the separate corporate existence of SPAC Merger Sub shall cease, (b) SPAC shall continue as the surviving corporation in the SPAC Merger, (c) SPAC shall become a wholly owned subsidiary of Holdings, and (d) the security holders of SPAC shall receive substantially equivalent securities of Holdings. SPAC as the surviving corporation after the SPAC Merger is hereinafter sometimes referred to as “SPAC Surviving Subsidiary.”

•        The Company Merger Sub will merge with and into the Company (the “Company Merger,” and together with the SPAC Merger, the “Mergers”) following which (a) the separate corporate existence of Company Merger Sub shall cease, (b) the Company shall continue as the surviving entity in the Company Merger, and (c) members of the Company will receive cash. The Company as the surviving entity after the Company Merger is hereinafter sometimes referred to as “Surviving Company.”

•        All the property, rights, agreements, privileges, powers and franchises of SPAC Merger Sub and Company Merger Sub shall vest in SPAC Surviving Subsidiary and Surviving Company, respectively.

•        All debts, liabilities and duties of SPAC Merger Sub and Company Merger Sub shall become the debt, liabilities and duties of SPAC Surviving Subsidiary and Surviving Company, respectively.

Further, at the Effective Time, by virtue of the Company Merger, and without any action on the part of any Party or any action on the part of the holders of securities of any Party:

•        Company Membership Interests:    Each issued and outstanding Company Membership Interest (other than the Rollover Interests) shall be converted automatically into, and thereafter represent, the right to receive, and the holder of such Company Membership Interest shall be entitled to receive, the Company Merger Consideration, as shall be set forth on a schedule to be delivered to SPAC by the Company at least five days prior to the Closing Date.

•        Company Merger Sub Limited Liability Company Interests:    All of the limited liability company interests of Company Merger Sub that are issued and outstanding immediately prior to the Effective Time shall thereupon be converted into and become one Surviving Company Unit.

Further, by virtue of the SPAC Merger and without any action on the part of any Party or any action on the part of the holders of securities of any Party:

•        SPAC Units:    Immediately prior to the Effective Time, every issued and outstanding unit of the SPAC (the “SPAC Unit”) shall be automatically separated and the holder thereof shall be deemed to hold one share of Class A common stock of the SPAC, par value $0.0001 per share (the “SPAC Class A Common Stock”), and one-half of one warrant of the SPAC (the “SPAC Public Warrant”) in accordance with the terms of the applicable SPAC Unit.

•        SPAC Common Stock:    Each share of common stock of the SPAC (the “SPAC Common Stock”) issued and outstanding as of the Effective Time shall, at the Effective Time, be converted automatically into and thereafter represent the right to receive one share of Holdings Common Stock, following which all shares of SPAC Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of shares of SPAC Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided in the Merger Agreement or by Law.

•        SPAC Warrants:    At the Effective Time, and pursuant to the SPAC Warrant Agreement, as amended by the Warrant Amendment, each issued and outstanding SPAC Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Holdings Public Warrant and one Holdings Private Warrant, respectively, of like tenor, in each case. The SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Holdings Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrant Agreement (and in the SPAC Private Warrants Purchase Agreement, in the case of the Holdings Private Warrants), except as set forth in the Warrant Amendment, including, without limitation, that the Holdings Warrants shall represent the right to acquire shares of Holdings Common Stock in lieu of shares of SPAC Class A Common Stock.

•        Treasury Stock:    At the Effective Time, if there are any shares of capital stock of SPAC that are owned by SPAC as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or consideration therefor.

•        SPAC Merger Sub Stock:    At the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of SPAC Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted, and such shares shall constitute the only outstanding shares of capital stock of SPAC Surviving Subsidiary.

Further, at the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any action on the part of the holders of securities of any Party:

•        Securities of Holdings:    all of the shares of Holdings issued and outstanding immediately prior to the Effective Time (other than the Company Common Stock Consideration) shall be canceled and extinguished without any conversion thereof or consideration therefor.

It is anticipated that upon Closing (assuming no further redemption), (i) existing SPAC Stockholders (other than the Sponsor Related Parties) will own approximately 17% of the issued and outstanding Holdings Common Stock, (ii) the Company’s existing securityholders will own approximately 7% of the outstanding Holdings Common Stock, (iii) the Sponsor and Sponsor Related Parties, through their ownership of SPAC Class A Common Stock on the date hereof will own approximately 51% of the issued and outstanding Holdings Common Stock, (iv) the Anticipated Financing investors, through the anticipated investment of $10 per share, will own approximately 25% of the issued and outstanding Holdings Common Stock.

When SPAC completed its initial public offering on November 16, 2021, SPAC had until November 16, 2022 to complete its initial business combination (or up to May 16, 2023, subject to the exercise of two extensions each for three months). On November 14, 2022, Integrated Rail extended the date by which it was required to complete a business combination for an additional period of three months from November 15, 2022 to February 15, 2023, and deposited $2,300,000 into Integrated Rail’s Trust Account in connection with the extension pursuant to the terms of the Investment Management Trust Agreement, dated as of November 11, 2021 (the “Trust Agreement”), between Equiniti Trust Company, LLC (“Equiniti”) and SPAC. The purpose of the extension is to extend the time for SPAC to consummate its initial business combination.

On February 8, 2023 SPAC held a special meeting of the stockholders at which the SPAC’s stockholders approved (i) the proposal to amend SPAC’s amended and restated certificate of incorporation in order to extend the date by which SPAC must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (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 SPAC Class A Common Stock included as part of the units sold in SPAC’s IPO, from February 15, 2023 to March 15, 2023, and to allow SPAC, 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 SPAC Board, if requested by DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “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, unless the closing of a business combination shall have occurred prior thereto; and (ii) the proposal to amend our Trust Agreement to require Equiniti to commence liquidation of the trust account established in connection with our IPO in the event that a termination letter has not been received by Equiniti by the Deadline Date and SPAC has not completed the Business Combination as of the Deadline Date.

On August 8, 2023, SPAC held an annual meeting of the stockholders at which the SPAC Stockholders approved (i) the Second Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which SPAC must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (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 SPAC’s Class A Common Stock included as part of the units sold in SPAC’s IPO, from August 15, 2023 to September 15, 2023, and to allow SPAC, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to five (5) times by an additional one (1) month each time after September 15, 2023 or later extended deadline date, by resolution of the SPAC Board, if requested by Sponsor, upon five days’ advance notice prior to the applicable deadline date, until February 15, 2024, or a total of up to six (6) months after August 15, 2023, unless the closing of a business combination shall have occurred prior thereto; (ii) a proposal to re-elect two directors to the SPAC Board, with each director to serve as a Class I director until the third annual meeting of stockholders or until his or her successor is elected and qualified; and (iii) a proposal to ratify Marcum LLP as the SPAC’s registered public accounting firm for the fiscal year ending December 31, 2023.

On February 12, 2024, SPAC held a special meeting of the stockholders at which the SPAC Stockholders approved (i) the Third Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which SPAC must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (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 SPAC Class A Common Stock included as part of the units sold in the SPAC’s IPO, from February 15, 2024 to March 15, 2024, and to allow SPAC, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to eight (8) times by an additional one (1) month each time after March 15, 2024 or later extended deadline date, by resolution of the SPAC Board, if requested by DHIP Natural Resources Investments, LLC, a Delaware limited liability company, upon five days’ advance notice prior to the applicable deadline date, until November 15, 2024, or a

total of up to nine (9) months after February 15, 2024, unless the closing of a business combination shall have occurred prior thereto; (ii) a proposal to re-elect Brian Feldott to the SPAC Board, with such director serving as a Class II director until the third annual meeting of stockholders following the special meeting or until his successor is elected and qualified; and (iii) a proposal to ratify Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.

The Board has fixed the close of business on [•], 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

The SPAC Board has approved and adopted the Merger Agreement and the Transactions and recommends that the SPAC Stockholders vote “FOR” each of the Proposals presented to the SPAC Stockholders at the Special Meeting. When you consider the SPAC Board’s recommendation of these Proposals, you should keep in mind that the directors and officers of SPAC have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of SPAC’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.

Pursuant to the SPAC’s Amended and Restated Certificate of Incorporation, dated November 11, 2021 (as amended by that certain First Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated February 9, 2023, as further amended by that certain Second Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated August 8, 2023, as further amended by that certain Third Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated February 12, 2024, and as may be further amended, supplemented or otherwise modified from time to time, the “SPAC Charter”), SPAC Stockholders have redemption rights in connection with the Business Combination. SPAC Stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their SPAC Class A Common Stock for cash. This means that SPAC Stockholders who hold shares of SPAC Class A Common Stock on or before [•], 2024 (two business days before the Special Meeting) will be eligible to elect to have their shares of SPAC Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting.

This proxy statement/prospectus is dated [•], 2024 and is first being mailed to SPAC Stockholders on or about [•], 2024.

THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS PROVIDES THE SPAC STOCKHOLDERS WITH DETAILED INFORMATION ABOUT THE BUSINESS COMBINATION AND OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING. WE ENCOURAGE YOU TO READ THIS ENTIRE DOCUMENT, INCLUDING THE ANNEXES AND OTHER DOCUMENTS REFERRED TO THEREIN, CAREFULLY AND IN THEIR ENTIRETY. YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 44 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
400 W. Morse Boulevard, Suite 220
Winter Park, FL 32789
Telephone No.: (321) 972-1583

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
TO BE HELD ON [•], 2024

TO THE STOCKHOLDERS OF INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC” or “Integrated Rail”), will be held on [•], 2024 at [•], Eastern Time, via live audio webcast over the internet at [•], or at such other time, on such other date and at such other place to which the meeting may be adjourned. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above. Unless otherwise defined herein, capitalized terms used in this notice shall have the meanings ascribed to them in the section entitled “Frequently Used Terms” in the accompanying proxy statement/prospectus. At the Special Meeting, SPAC stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

1.      The Business Combination Proposal — to consider and vote upon a proposal (a) to approve and adopt the Agreement and Plan of Merger (as amended by that certain Amendment to and Waiver of Agreement and Plan of Merger, dated November 8, 2024, the “Merger Agreement”), by and among (i) SPAC, (ii) Uinta Infrastructure Group Corp., a Delaware corporation (“Holdings”), (iii) Uinta Lower Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Lower Holdings”), (iv) Uinta Merger Co., a Delaware corporation and wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (v) Uinta Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Lower Holdings (“Company Merger Sub,” and together with SPAC Merger Sub, the “Merger Subs;” the Merger Subs, SPAC, Lower Holdings and Holdings are collectively referred to herein as the “SPAC Parties”), (vi) Tar Sands Holdings II, LLC, a Utah limited liability company (the “Company” or “TSII”), and (vii) Endeavor Capital Group, LLC (the “Company Member Representative”), a copy of which is attached to the accompanying proxy statement/prospectus as Annexes A and A-1, and (b) to approve the Transactions, including the Mergers, and Business Combination (the “Business Combination Proposal”).

2.      The Organizational Documents Proposal — to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Holdings Certificate of Incorporation, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, as the charter for the post-Business Combination company, which, if approved, would take effect substantially concurrently with the Effective Time (the “Organizational Documents Proposal”);

3.      The Advisory Governance Proposals — to consider and vote to approve, on a non-binding advisory basis, certain governance provisions in the Amended and Restated Holdings Certificate of Incorporation in the form attached to the accompanying proxy statement/prospectus as Annex B, and these proposals are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as five separate sub-proposals (collectively, the “Advisory Governance Proposals”);

4.      The Election of Directors Proposal — to consider and vote upon a proposal to elect, effective at the Closing, five directors to serve on the new Holdings Board until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified (the “Election of Directors Proposal”);

5.      The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of Holdings Common Stock pursuant to the Merger Agreement in connection with the Business Combination (the “Nasdaq Proposal”);

6.      The Incentive Plan Proposal — to consider and vote upon a proposal to approve the equity incentive plan, in the form attached to the accompanying proxy statement/prospectus as Annex D (the “Incentive Plan Proposal”);

7.      The NTA Proposal — to consider and vote on the approval and adoption of certain amendments to the SPAC Charter (as defined herein), which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by SPAC, prior to the consummation of the proposed Business Combination, to remove from the SPAC Charter requirements limiting SPAC’s ability to redeem issued and outstanding shares of SPAC Class A Common Stock held by public stockholders and consummate an initial business combination if the amount of such redemptions would cause SPAC to have less than $5,000,0001 in net tangible assets (“NTA”) (the “NTA Proposal”); and

8.      The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).

Only holders of record of Class A common stock of SPAC, par value $0.0001 per share (the “SPAC Class A Common Stock”) and Class B common stock of SPAC, par value $0.0001 per share (the “SPAC Class B Common Stock” and together with the SPAC Class A Common Stock, the “SPAC Common Stock”) at the close of business on [•], 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. You will be able to attend the Special Meeting remotely by visiting [•]. SPAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

Each of the Business Combination Proposal, the Nasdaq Proposal, the Organizational Documents Proposal, and the Incentive Plan Proposal is cross conditioned on the approval of each other. The Business Combination Proposal is not conditioned on the separate approval of the Advisory Governance Proposals as the Advisory Governance Proposals are advisory votes and are not binding. Regardless of the outcome of the non-binding advisory vote on the Advisory Governance Proposals, the Amended and Restated Holdings Certificate of Incorporation will take effect upon the Closing. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal, such that if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by SPAC stockholders. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions. The parties to the Merger Agreement intend to obtain Financing but there are currently no commitments for such financing.

Pursuant to the SPAC Certificate of Incorporation, dated November 11, 2021 (as amended by that First Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated February 9, 2023, that Second Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated August 8, 2023, that Third Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated February 12, 2024, and as further amended, supplemented or otherwise modified from time to time), SPAC is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of SPAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the close of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the IPO. For illustrative purposes, based on funds in the Trust Account of $23.80 million, less $1.43 million of interest income to pay taxes on October 15, 2024, the estimated per share redemption price would have been approximately $11.68. SPAC Stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of SPAC Class A Common Stock for cash. This means that SPAC Stockholders who hold shares of SPAC Class A Common Stock on or before [•], 2024 (two business days before the Special Meeting) will be eligible to elect to have their shares of SPAC Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. A SPAC Stockholder, together with any affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate shares in excess of 15% of the aggregate shares of SPAC Class A Common Stock included in the SPAC Units sold in the IPO. Holders of our outstanding SPAC Public Warrants and SPAC Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding SPAC Units must separate the underlying SPAC Class A Common Stock

and SPAC Public Warrants prior to exercising redemption rights with respect to the SPAC Class A Common Stock. The Sponsor and SPAC’s officers and directors have agreed to waive their redemption rights with respect to any shares of SPAC Class A Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

On February 8, 2023 SPAC held a special meeting of the stockholders at which SPAC’s stockholders approved (i) the proposal to amend SPAC’s amended and restated certificate of incorporation in order to extend the date by which SPAC must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (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 SPAC Class A Common Stock included as part of the units sold in SPAC’s IPO, from February 15, 2023 to March 15, 2023, and to allow SPAC, 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 SPAC 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, unless the closing of a business combination shall have occurred prior thereto; and (ii) the proposal to amend our Trust Agreement to require Equiniti Trust Company, LLC (“Equiniti”) to commence liquidation of the Trust Account established in connection with our IPO in the event that a termination letter has not been received by Equiniti by the Deadline Date and SPAC has not completed the Business Combination as of the Deadline Date.

On August 8, 2023, SPAC held an annual meeting of the stockholders at which the SPAC stockholders approved (i) the Second Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which SPAC must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (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 SPAC’s Class A Common Stock included as part of the units sold in SPAC’s IPO, from August 15, 2023 to September 15, 2023, and to allow SPAC, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to five (5) times by an additional one (1) month each time after September 15, 2023 or later extended deadline date, by resolution of the SPAC Board, if requested by Sponsor, upon five days’ advance notice prior to the applicable deadline date, until February 15, 2024, or a total of up to six (6) months after August 15, 2023, unless the closing of a business combination shall have occurred prior thereto; (ii) a proposal to re-elect two directors to the SPAC Board, with each director to serve as Class I directors until the third annual meeting of stockholders or until his or her successor is elected and qualified; and (iii) a proposal to ratify Marcum LLP as the SPAC’s registered public accounting firm for the fiscal year ending December 31, 2023.

On February 12, 2024, SPAC held a special meeting of the stockholders at which the SPAC Stockholders approved (i) the Third Amendment to the Amended and Restated Certificate of Incorporation to extend the date by which SPAC must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (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 SPAC Class A Common Stock included as part of the units sold in the SPAC’s IPO, from February 15, 2024 to March 15, 2024, and to allow SPAC, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to eight (8) times by an additional one (1) month each time after March 15, 2024 or later extended deadline date, by resolution of the SPAC Board, if requested by DHIP Natural Resources Investments, LLC, a Delaware limited liability company, upon five days’ advance notice prior to the applicable deadline date, until November 15, 2024, or a total of up to nine (9) months after February 15, 2024, unless the closing of a business combination shall have occurred prior thereto; (ii) a proposal to re-elect Brian Feldott to the SPAC Board, with such director serving as a Class II director until the third annual meeting of stockholders following the Special Meeting or until his successor is elected and qualified; and (iii) a proposal to ratify Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.

Currently, the Sponsor owns 55.25% of the issued and outstanding shares of SPAC Common Stock. The Sponsor and SPAC’s directors and officers have agreed to vote any shares of SPAC Class A Common Stock owned by them in favor of the Business Combination Proposal and all other Proposals presented in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of SPAC Common Stock as of the Record Date for the Special Meeting. The SPAC Board has already approved the Merger Agreement and the Transactions and recommends that SPAC Stockholders vote “FOR” the Business Combination Proposal. The approval of the Election of Directors Proposal requires a plurality of the votes cast by the SPAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The approval of the NTA Proposal requires the affirmative vote of holders of at least 65% of the issued and outstanding shares of SPAC Common Stock as of the Record Date. The approval of all other Proposals presented in the accompanying proxy statement/prospectus require the affirmative vote of a majority of the shares of SPAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting.

As of November 9, 2024, there was $22,665,340 million in the Trust Account. Each redemption of shares of SPAC Class A Common Stock by SPAC Stockholders will decrease the amount in the Trust Account.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related Transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call Laurel Hill Advisory Group, SPAC’s proxy solicitor, by calling (855) 414-2266 (toll-free) or (516) 396-7902 (banks and brokers), or by emailing IRRX@laurelhill.com.

TABLE OF CONTENTS

____________

*        To be filed by amendment.

MARKET AND INDUSTRY DATA

Certain information contained in this proxy statement/prospectus relates to or is based on studies, publications, surveys and other data obtained from third-party sources and our own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involve risks and uncertainties and are subject to change based on various factors, including, potentially, those discussed under the section entitled “Risk Factors” starting on page 44 of this proxy statement/prospectus. Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Notwithstanding anything in this proxy statement/prospectus to the contrary, we are responsible for all disclosures in this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Holdings (File No. 333-[•]) (the “Registration Statement”), constitutes a prospectus of Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Holidngs Class A Common Stock and Holdings Warrants to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Special Meeting of SPAC stockholders at which SPAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Holdings, SPAC or the Company has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

Information contained in this proxy statement/prospectus regarding SPAC and its business, operations, management and other matters has been provided by SPAC, and information contained in this proxy statement/prospectus regarding the Company and its business, operations, management and other matters has been provided by the Company.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

SPAC files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read SPAC’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact us by telephone or in writing:

Integrated Rail and Resources Acquisition Corp.
400 W. Morse Blvd, Suite 220
Winter Park, FL 32789
Telephone: (321) 972-1583

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

Laurel Hill Advisory Group
2 Robbins Lane, Suite 200
Jericho, NY 11753
Tel: (855) 414-2266 (toll-free) or
(516) 396-7902 (banks and brokers can call collect)
Email: IRRX@laurelhill.com

If you are a stockholder of SPAC and would like to request documents, please do so by [•], 2024 to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

You may also obtain additional information about SPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares (as defined in the accompanying proxy statement/prospectus), you will need to send a letter demanding redemption and deliver your shares electronically to our transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Business Combination.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Equiniti Trust Company, LLC
55 Challenger Road
Ridgefield Park, NJ 07660
Email: SPACSUPPORT@equiniti.com

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, references to “we,” “us,” “our,” “SPAC” and “Integrated Rail” are to Integrated Rail and Resources Acquisition Corp., a Delaware corporation. Further, in this proxy statement/prospectus:

•        “Amendment No. 1” means that certain Amendment to and Waiver of Agreement and Plan of Merger, dated November 8, 2024.

•        “Anticipated Financing” means anticipated financing in the form of any of (i) subscription agreements with investors relating to a private placement of shares (including, for the avoidance of doubt, preferred equity) in the Company, SPAC, or Holdings, (ii) the issuance of convertible or non-convertible debt, or (iii) the entry into backstop arrangements with potential investors, in a minimum amount equal to Available Closing Date Cash, provided that the terms of any such private placement or backstop arrangement must be mutually agreeable to, and approved in advance in writing by, each of the Company, SPAC and Holdings. As of the date of this proxy statement/prospectus, no definitive agreements have been entered into with respect to any Anticipated Financing, and there is no guarantee that such financing will be found on favorable terms or at all.

•        “Available Closing Date Cash” means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) the cash to be released from the Trust Account net of any redemptions of SPAC Common Stock by any redeeming SPAC stockholders, plus (ii) the net proceeds raised by Company, SPAC and/or Holdings in any Financing, including, for the avoidance of doubt, any Financing obtained on or prior to the Closing Date, plus (iii) an amount of cash sufficient to operate the Surviving Company for twelve (12) months post-Closing.

•        “Business Combination” means the transactions described in the Merger Agreement.

•        “Closing” means the date of the closing of the Mergers.

•        “Closing Company Indebtedness” has the meaning ascribed to it in the Merger Agreement.

•        “Closing Date” means the date on which the Closing occurs.

•        “Code” means the Internal Revenue Code, as amended.

•        “Company” means Tar Sands Holdings II, LLC.

•        “Company Common Stock Consideration” means 800,000 shares of Holdings Common Stock at a value of $10.00 per share issued to the Company Members pursuant to the Rollover Agreement.

•        “Company Manager” means Kevin S. Baugh.

•        “Company Member” means each holder of the Company Membership Interests.

•        “Company Member Redemption” has the meaning ascribed to it in the Merger Agreement.

•        “Company Member Redemption Consideration” has the meaning ascribed to it in the Merger Agreement.

•        “Company Member Representative” means Endeavor Capital Group, LLC.

•        “Company Membership Interests” has the meaning ascribed to it in the Merger Agreement.

•        “Company Merger” means the merger of Company Merger Sub with and into the Company.

•        “Company Merger Consideration” has the meaning ascribed to it in the Merger Agreement.

•        “Company Merger Sub” means Uinta Merger LLC, a Delaware limited liability company and a wholly owned subsidiary of Lower Holdings.

•        “Company Support Agreement” means that certain Company Support Agreement, executed concurrently with the Merger Agreement, whereby certain holders of Company Membership Interests agreed not to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of the Business Combination and to otherwise be bound by its respective obligations under the Merger Agreement.

•        “DGCL” means the Delaware General Corporation Law, as amended.

•        “Dilutive Interests” means (i) any Holdings Common Stock that may be issued in connection with any Financing, (ii) 11,500,000 Holdings Common Stock that underlie the SPAC Public Warrants, and (iii) 9,400,000 Holdings Common Stock that underlie Sponsor’s SPAC Private Warrants.

•        “Effective Time” has the meaning ascribed to it in the Merger Agreement.

•        “Equiniti” means Equiniti Trust Company, LLC.

•        “Equity Plan” or “Plan” means the Integrated Rail & Resources Inc. Equity Incentive Plan.

•        “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

•        “Excise Tax” means the 1% tax imposed on repurchases (redemptions) of a domestic corporation whose stock is traded on an established securities market’s (a “covered corporation” under the IRA) stock after December 31, 2022 by Section 4501 of the Code.

•        “Final Redemption Date” means November 15, 2024.

•        “Financing” means a private placement or backstop arrangements with potential investors in a minimum amount equal to Available Closing Date Cash, mutually agreeable to, and approved in advance in writing by, each of the Company, SPAC and Holdings.

•        “FINRA” means the Financial Industry Regulatory Authority, Inc.

•        “First Extension Meeting” means the special meeting of SPAC stockholders held on February 8, 2023.

•        “GAAP” means U.S. generally accepted accounting principles.

•        “Holdings” means Uinta Infrastructure Group Corp., a Delaware corporation.

•        “Holdings Board” means the board of directors of Holdings.

•        “Holdings Common Stock” means the Class A common stock of Holdings, par value $0.0001 per share.

•        “Holdings Governing Documents” means the Proposed Charter and Proposed Bylaws, collectively.

•        “Holdings Preferred Stock” means each share of preferred stock of Holdings, par value $0.001 per share.

•        “Holdings Private Warrant” means a whole warrant entitling the holder to purchase one share of Holdings Common Stock for $11.50 per share, and having, and being subject to, substantially the same terms and conditions as the SPAC Private Warrants.

•        “Holdings Public Warrant” means a whole warrant entitling the holder to purchase one share of Holdings Common Stock for $11.50 per share, and having, and being subject to, substantially the same terms and conditions as the SPAC Public Warrants.

•        “Holdings Warrants” means the Holdings Public Warrants and the Holdings Private Warrants.

•        “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

•        “IPO” or “Initial Public Offering” means SPAC’s initial public offering, which was consummated on November 16, 2021, of 23,000,000 units, including 3,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full, each unit consisting of one share of SPAC Class A Common Stock and one-half of one SPAC Public Warrant.

•        “IRA” means the Inflation Reduction Act of 2022, as amended.

•        “JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

•        “Lender” means Trident Point 2, LLC, a Delaware limited liability company.

•        “Lender Note” means that certain unsecured promissory note issued by SPAC to Lender on January 12, 2023 pursuant to which SPAC was entitled to borrow up to an aggregate principal amount of $600,000.

•        “Letter Agreement” means that certain letter agreement, dated November 11, 2021, by and among SPAC, its officer and directors, and the Sponsor.

•        “Lower Holdings” means Uinta Lower Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Holdings

•        “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 12, 2024, as amended by that certain Amendment to and Waiver of Agreement and Plan of Merger, dated November 8, 2024, and as may be further amended from time to time, by and among (i) SPAC, (ii) Holdings, (iii) Lower Holdings, (iv) SPAC Merger Sub, (v) Company Merger Sub, (vi) the Company, and (vii) the Company Member Representative.

•        “Merger Subs” means Company Merger Sub and SPAC Merger Sub, collectively.

•        “Mergers” means the SPAC Merger and the Company Merger.

•        “Nasdaq” means the Nasdaq Capital Market.

•        “Proposals” means the proposals that SPAC stockholders will be asked to consider and vote upon at the Special Meeting.

•        “Proposed Bylaws” means the proposed Amended and Restated Bylaws of Holdings, the full text of which is attached to this proxy statement/prospectus as Annex C.

•        “Proposed Charter” means the proposed Amended and Restated Certificate of Incorporation of Holdings, the full text of which is attached to this proxy statement/prospectus as Annex B.

•        “Record Date” means the close of business on [•], 2024 and the date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof.

•        “Registration Statement” means this proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by SPAC (File No. 333-[•]).

•        “Rollover Agreement” means the agreement to be entered into by and between the Company Membership Interests and Holdings, whereby the Company Members will contribute the Rollover Interests to Holdings in exchange for the Company Common Stock Consideration or, as applicable, the Company Member Redemption Consideration.

•        “Rollover Interests” has the meaning ascribed to it in the Merger Agreement.

•        “Rule 144” means Rule 144 under the Securities Act.

•        “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

•        “SEC” means the U.S. Securities and Exchange Commission.

•        “Second Lender Note” means that certain unsecured promissory note issued by SPAC to Lender on February 8, 2024 pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $750,000.

•        “Securities Act” means the U.S. Securities Act of 1933, as amended.

•        “Shell Commitment Agreement” has the meaning ascribed to it in the Merger Agreement.

•        “SPAC” or “Integrated Rail” means Integrated Rail and Resources Acquisition Corp., a Delaware corporation.

•        “SPAC Board” means the board of directors of SPAC.

•        “SPAC Charter” means the Amended and Restated Certificate of Incorporation of SPAC, dated November 11, 2021, as amended by that certain First Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated February 9, 2023, as further amended by that certain Second Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated August 8, 2023, as further amended by that certain Third Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated February 12, 2024, and as may be further amended, supplemented or otherwise modified from time to time.

•        “SPAC Class A Common Stock” means the Class A common stock of SPAC, par value $0.0001 per share.

•        “SPAC Class B Common Stock” or “Founder Shares” means the Class B common stock of SPAC, par value $0.0001 per share.

•        “SPAC Common Stock” means SPAC Class A Common Stock and SPAC Class B Common Stock.

•        “SPAC Merger” means the merger of SPAC Merger Sub with and into SPAC.

•        “SPAC Merger Sub” means Uinta Merger Co., a Delaware corporation and a wholly owned subsidiary of Holdings.

•        “SPAC Parties” means the Merger Subs, SPAC, Lower Holdings and Holdings collectively.

•        “SPAC Preferred Stock” means the preferred stock of SPAC, par value $0.0001 per share

•        “SPAC Private Warrant” means each of the redeemable warrants purchased in a private placement at the time of SPAC’s initial public offering, entitling the holder thereof to purchase one share of SPAC Class A Common Stock for $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement and the SPAC Private Warrants Purchase Agreement

•        “SPAC Private Warrants Purchase Agreement” means that certain Private Placement Warrants Purchase Agreement, dated as of November 11, 2021, between SPAC, Sponsor, and the other parties thereto.

•        “SPAC Public Warrant” means a redeemable warrant entitling the holder thereof to purchase one share of SPAC Class A Common Stock for $11.50 per share in accordance with the terms of the applicable SPAC Unit.

•        “SPAC Stockholder” means any holder of SPAC Common Stock.

•        “SPAC Surviving Subsidiary” means SPAC as the surviving corporation after the SPAC Merger.

•        “SPAC Unit” means the units of SPAC sold in the IPO.

•        “SPAC Warrant Agreement” means that certain warrant agreement, dated November 11, 2021, by and between SPAC and American Stock Transfer & Trust Company, LLC.

•        “SPAC Warrants” means the SPAC Public Warrants and the SPAC Private Warrants.

•        “Special Meeting” means the special meeting of shareholders of SPAC scheduled to be held on [•], 2024.

•        “Sponsor” means DHIP Natural Resources Investments, LLC, a Delaware limited liability company.

•        “Sponsor Note” means that certain unsecured promissory note issued by SPAC to Sponsor on April 13, 2023 pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $4,153,244.

•        “Sponsor Related Parties” means the Sponsor, its affiliates, representatives and the SPAC officers and directors.

•        “Sponsor Support Agreement” means the agreement entered into on August 12, 2024, by and among the Sponsor and the other parties thereto, in connection with the execution and delivery of the Merger Agreement, pursuant to which, among other things, the Sponsor agreed to vote its shares in favor of the Business Combination and to otherwise be bound by its respective obligations under the Merger Agreement.

•        “Surviving Company” means the Company as the surviving entity after the Company Merger.

•        “Transactions” has the meaning ascribed to it in the Merger Agreement.

•        “Trust Account” means the trust account established in connection with and to hold the proceeds of the IPO.

•        “Trust Agreement” means the Investment Management Trust Agreement, dated as of November 11, 2021 between Equiniti and SPAC.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting of the SPAC Stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to the SPAC Stockholders. The SPAC Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Special Meeting of the SPAC Stockholders and the Proposals

Q:     Why am I receiving this proxy statement/prospectus

A:     SPAC Shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related Proposals. You are receiving this proxy statement/prospectus because you hold shares of SPAC Common Stock as of the Record Date for the Special Meeting.

SPAC, Holdings, Lower Holdings, SPAC Merger Sub, Company Merger Sub, the Company, and the Company Member Representative have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. Pursuant to the terms of the Merger Agreement, among other things, (i) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity and with the security holders of SPAC receiving substantially equivalent securities in Holdings, and (ii) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and with the members of the Company receiving cash. Upon the consummation of the Business Combination, Holdings will become the public reporting company and Holdings will be renamed Integrated Rail & Resources Inc.

The SPAC Units, the shares of SPAC Class A Common Stock, and the SPAC Public Warrants are publicly traded on the OTC Markets under the symbols “IRRXU” “IRRX,” and “IRRXW,” respectively. Holdings has applied for listing, to be effective at the time of the Business Combination, of Holdings Common Stock and Holdings Public Warrants on Nasdaq under the proposed trading symbols “[•]” and “[•],” respectively. Each SPAC Unit consists of one share of SPAC Class A Common Stock and one half of one SPAC Public Warrant. Upon consummation of the Business Combination, any units then outstanding will automatically separate into its constituent common stock and warrants. Accordingly, Holdings will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about SPAC, Holdings, the Company, and the business of the Company and its subsidiaries following consummation of the Business Combination. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     What Proposals are the SPAC Stockholders being asked to vote upon?

A:     At the Special Meeting, the SPAC is asking holders of SPAC Common Stock to consider and vote upon the following Proposals:

1.      The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Transactions. See the Section entitled “The Business Combination Proposal.”

2.      The Advisory Governance Proposals — to consider and vote upon to approve, on a non-binding advisory basis, certain governance provisions in the Amended & Restated Holdings Certificate of Incorporation. See the section entitled “The Advisory Governance Proposals.”

3.      The Organizational Documents Proposal — to consider and vote upon a proposal to approve and adopt the proposed Amended and Restated Holdings Certificate of Incorporation. See the section entitled “The Organizational Documents Proposal.”

4.      The Election of Directors Proposal — to consider and vote upon a proposal to elect, effective at the Closing, five directors to serve on the new Holdings Board until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified. See the section entitled “The Election of Directors Proposal.”

5.      The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of Holdings Common Stock pursuant to the Merger Agreement in connection with the Business Combination. See the section entitled “The Nasdaq Proposal.”

6.      The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Equity Incentive Plan, in the form attached to the accompanying proxy statement/prospectus as Annex D. See the section entitled “The Incentive Plan Proposal.”

7.      The NTA Proposal — to consider and vote upon a proposal to approve the proposed NTA Amendments to remove from the SPAC Charter requirements limiting SPAC’s ability to redeem issued and outstanding shares of SPAC Class A Common Stock held by public stockholders and consummate an initial business combination if the amount of such redemptions would cause SPAC to have less than $5,000,0001 in net tangible assets. See the section entitled “The NTA Proposal.”

8.      The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more Proposals presented to the SPAC Stockholders for vote. See the section entitled “The Adjournment Proposal.”

SPAC shall hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. SPAC Stockholders should read it carefully.

The vote of stockholders is important. SPAC Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What equity stake will the holders of SPAC Class A Common Stock, holders of Holdings Common Stock and the Sponsor hold in Holdings upon completion of the Business Combination?

A:     It is anticipated that upon consummation of the Business Combination, Holdings will become a new public company, and the former holders of securities of SPAC and the Sponsor shall all become security holders of Holdings.

With respect to SPAC’s existing outstanding securities, pursuant to the Merger Agreement:

•        Immediately prior to the Effective Time, every issued and outstanding SPAC Unit shall be automatically separated, and the holder thereof shall be deemed to hold one share of SPAC Class A Common Stock and one-half of one SPAC Public Warrant in accordance with the terms of the applicable SPAC Unit, and such underlying SPAC securities shall be converted in accordance with the applicable terms of the Merger Agreement;

•        Each share of SPAC Common Stock issued and outstanding as of the Effective Time shall, at the Effective Time, be converted automatically into and thereafter represent the right to receive one share of Holdings Common Stock, following which all shares of SPAC Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of shares of SPAC Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided in the Merger Agreement or by Law.

•        At the Effective Time, and pursuant to the SPAC Warrant Agreement, as amended by the Warrant Amendment, each issued and outstanding SPAC Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Holdings Public Warrant and one Holdings Private Warrant, respectively, of like tenor, in each case. The SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Holdings Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrant Agreement and in the SPAC Private Warrants Purchase Agreement (as applicable), except as set forth in the Warrant Amendment, including, without limitation, that the Holdings Warrants shall represent the right to acquire shares of Holdings Common Stock in lieu of shares of SPAC Class A Common Stock.

•        At the Effective Time, if there are any shares of capital stock of SPAC that are owned by SPAC as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or consideration therefor.

With respect to SPAC Merger Sub’s existing outstanding securities, pursuant to the Merger Agreement:

•        At the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of SPAC Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted, and such shares shall constitute the only outstanding shares of capital stock of SPAC Surviving Subsidiary.

With respect to Holdings’ existing outstanding securities, pursuant to the Merger Agreement:

•        Immediately prior to the Effective Time, all of the shares of Holdings issued and outstanding (other than the Company Common Stock Consideration) shall be canceled and extinguished without any conversion thereof or consideration therefor.

With respect to the Company Membership Interests and Limited Liability Company Interests of Company Merger Sub, pursuant to the Merger Agreement:

•        Each issued and outstanding Company Membership Interest (other than the Rollover Interests) shall be converted automatically into, and thereafter represent, the right to receive, and the holder of such Company Membership Interest shall be entitled to receive the Company Merger Consideration, as shall be set forth on the Conversion Spreadsheet.

•        All of the limited liability company interests of Company Merger Sub that are issued and outstanding immediately prior to the Effective Time shall thereupon be converted into and become one Surviving Company Unit.

We anticipate that, upon the Closing — and as further discussed below — the Sponsor, SPAC’s directors, officers and other initial stockholders and their affiliates will own [•] Holdings Common Stock, which would be valued at approximately $[•] million, based on the closing price of one SPAC Class A Common Stock of $[•] per share on [•], 2024, the Record Date of the Special Meeting, and [•] Holdings Warrants, which would be valued at approximately $[•], based on the closing price of one SPAC Public Warrant of $[•] per warrant on [•], 2024.

The following table sets forth varying pro forma voting power and implied ownership levels in Holdings immediately following the completion of the Business Combination assuming no redemptions, 50% of maximum redemptions, and maximum redemptions. The table below does not include (i) any Holdings Common Stock that may be issued in connection with Financing, (ii) 11,500,000 Holdings Common Stock that underlie the SPAC Public Warrants, and (iii) 9,400,000 Holdings Common Stock that underlie Sponsor’s SPAC Private Warrants (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination. The ownership percentages reflected in the table are based upon the number of shares of Holdings Common Stock and SPAC Class A Common Stock issued and outstanding as of November 12, 2024, and are subject to the following additional assumptions:

For purposes of the table above:

No Further Redemptions:    This scenario assumes that no SPAC Public Stockholders exercise redemption rights in connection with the approval of the Business Combination with respect to their SPAC Class A Common Stock and assuming the issuance of 2,875,479 financing is obtained at $10 per share to meet the Available Closing Date Cash requirements, in connection with the approval of the Business Combination.

50% Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 957,693 SPAC Class A Common Stock, which amount is approximately 50% of the 1,915,386 SPAC Class A Common Stock of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario assuming the issuance of 4,065,748 financing is obtained at $10 per share to meet the Available Closing Date Cash requirements, in connection with the approval of the Business Combination, at a price of approximately $11.68 per share.

Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 1,915,386 SPAC Class A Common Stock (approximately 100% of the issued, outstanding and unredeemed SPAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.68 per share. This maximum redemption scenario reflects the maximum number of shares of SPAC Class A Common Stock that may be redeemed assuming the issuance of 5,256,018 financing is obtained at $10 per share to meet the Available Closing Date Cash requirements.

The table below includes the following Dilutive Interests: (i) 11,500,000 Holdings Common Stock that underlie the SPAC Public Warrants, and (ii) 9,400,000 Holdings Common Stock that underlie Sponsor’s SPAC Private Warrants. The ownership percentages reflected in the table are based upon the number of Holdings Common Stock and shares of SPAC Class A Common Stock issued and outstanding as of November 12, 2024, and are subject to the following additional assumptions:

For purposes of the table above:

No Further Redemptions:    This scenario assumes that no SPAC Public Stockholders exercise redemption rights in connection with the approval of the Business Combination with respect to their SPAC Public Shares.

50% Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 957,693 SPAC Class A Common Stock, which amount is approximately 50% of the 1,915,386 SPAC Class A Common Stock of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario assuming the issuance of 4,065,748 financing is obtained at $10 per share to meet the Available Closing Date Cash requirements, in connection with the approval of the Business Combination, at a price of approximately $11.68 per share.

Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 1,915,386 SPAC Class A Common Stock (approximately 100% of the issued, outstanding and unredeemed SPAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.68 per share. This maximum redemption scenario reflects the maximum number of shares of SPAC Class A Common Stock that may be redeemed assuming the issuance of 5,256,018 financing is obtained at $10 per share to meet the Available Closing Date Cash requirements.

Dilution to SPAC Stockholders

SPAC’s net tangible book value as of June 30, 2024, was $(18.51 million), or $(2.41) per share, based on 7,665,386 shares of SPAC Class A Common Stock outstanding as of that date. The net tangible book value as of June 30, 2024 based on condensed combined pro forma financial statements was $46.08 million, or $4.06 per share after giving effect to (i) the issuance of 800,000 Holdings Common Stock at $10.00 per share, as Merger Consideration in shares, (ii) the issuance of 2,875,479 Holdings Common Stock at $10.00 per share, as shares issuable under the Anticipated Financing, and assuming no Holdings public or private warrants are exercised.

The following table illustrates the changes in net tangible book value to existing shareholders and dilution to recipients of Merger Consideration in shares and Anticipated Financing Investors at varying redemption levels.

The following table illustrates the changes in net tangible book value to SPAC’s shareholders and increase in net tangible book value to SPAC’s shareholder as a result of assets acquired of TSII with Merger Consideration shares and Anticipated Financing Investors at varying redemption levels.

The following table illustrates the as adjusted net tangible book value to SPAC’s shareholders and increase in net tangible book value to SPAC shareholders as a result of transaction cost incurred by SPAC, financing acquired to extend and deposit into trust, and funds released from the trust at de-SPAC.

____________

(1)      Net tangible book value is based on the pro forma net tangible asset after giving effect the adjustment disclosed in pro forma including the issuance of Merger consideration shares, Anticipated Financing investment and the settlement of transaction cost. The net tangible assets under the 25% redemption scenario was further adjusted for the redemptions of $5,594,452, incremental excise tax on redemption of $55,945 and the addition of $5,951,342 in Anticipated Financing investment, under 50% redemption scenario was further adjusted for the redemptions of $11,188,915 incremental excise tax on redemption of $111,889 and the addition of $11,902,692 in Anticipated Financing investment and under 75% redemption scenario was further adjusted for the redemptions of $16,783,367 incremental excise tax on redemption of $167,834 and the addition of $17,854,042 in Anticipated Financing investment.

(2)      Excludes potentially dilutive outstanding securities consisting of 11,500,000 share count underlying the warrants held by SPAC’s public shareholders, and 9,400,000 share count underlying the warrants held by Private Placement Sponsor. These sources of future dilution as the extent of their exercise is assumed not to be probable

(3)      The funds released from trust was adjusted under the 25% redemption scenario for the redemptions of $5,594,452, under 50% redemption scenario for the redemptions of $11,188,915 and under 75% redemption scenario for the redemptions of $16,783,367.

To the extent that additional shares are issued pursuant to the foregoing, SPAC’s stockholders will experience further dilution. In addition, SPAC may enter into other transactions. To the extent it issues such securities, investors and SPAC’s stockholders may experience further dilution.

For purposes of Item 1604(c)(1), the following table illustrates the potential impact of redemptions on the per share value of the shares owned by non-redeeming SPAC Stockholders, exclusive of the Dilutive Interests:

____________

(1)      Including Founder Shares held by the Sponsor and its Affiliates.

(2)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 957,693 SPAC Public Shares, which amount is approximately 50% of the 1,915,386 SPAC Public Shares of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario, in connection with the approval of the Business Combination, at a price of approximately $11.68 per share.

(3)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 1,915,386 SPAC Public Shares (approximately 100% of the issued, outstanding and unredeemed SPAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.68 per share.

The following table illustrates the potential impact of redemptions on the per share value of the shares owned by non-redeeming SPAC Stockholders, inclusive of the Dilutive Interests:

____________

(1)      Including Founder Shares held by the Sponsor and its Affiliates and the Dilutive Interests.

(2)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 957,693 SPAC Public Shares, which amount is approximately 50% of the 1,915,386 SPAC Public Shares of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario, in connection with the approval of the Business Combination, at a price of approximately $11.68 per share.

(3)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 1,915,386 SPAC Public Shares (approximately 100% of the issued, outstanding and unredeemed SPAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.68 per share.

The required disclosure is not a guarantee that the trading price of the combined company will not be below the IPO offering price of SPAC, nor is the disclosure a guarantee the company valuation will attain one of the stated levels of valuation.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

•        the absence of any governmental order, statute, rule, or regulation then in effect enjoining or prohibiting the consummation of the Business Combination;

•        all regulatory approvals having been obtained;

•        completion of the Offer in accordance with the terms of the Merger Agreement and Proxy Statement/Prospectus;

•        the Registration Statement on Form S-4 (the “Registration Statement”) shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

•        the SPAC Stockholder Approval shall have been obtained;

•        the execution of the Shell Commitment Agreements;

•        the Available Closing Date Cash shall be not less than $44,000,000.

•        the Transactions will be reasonably expected to qualify for the Intended Tax Treatment by the Company and its counsel; and

•        the shares of Holdings Common Stock and Holdings Public Warrants shall have been approved for listing on a National Exchange.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement.”

Q:     Why is SPAC providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the SPAC Charter, holders of the SPAC Public Shares must have the opportunity to have their SPAC Public Shares redeemed upon the consummation of SPAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, SPAC has elected to provide its stockholders with the opportunity to have their SPAC Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, SPAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their SPAC Public Shares in connection with the Closing.

Q:     Why is the NTA Proposal being proposed?

A:     The proposed amendments to remove the NTA limitation from the SPAC Charter have been proposed in order to facilitate the consummation of the Business Combination, by removing the limitation on its ability to consummate an initial business combination if SPAC would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination. The purpose of the NTA limitation was initially to ensure that SPAC’s shares of common stock are not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because we anticipate that our common stock will not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act upon the consummation of the Business Combination, SPAC is proposing the NTA Proposal so that the parties to the Business Combination may consummate the transaction even if it does not have at least $5,000,001 in net tangible assets prior to or upon consummation of the Business Combination. For more information, see “Proposal No. 7 — The NTA Proposal — Reasons for the Amendments.”

If SPAC redeems its Public Shares in an amount in excess of the current NTA limitation and Holdings’ securities do not meet Nasdaq’s minimum initial listing requirements and it is not able to list such securities on another approved national securities exchange, we expect that Holdings’ securities could be quoted on an over-the-counter market. If this were to occur, Holdings could face significant material adverse consequences, including: (i) a limited availability of market quotations for Holdings securities, (ii) reduced liquidity for Holdings’ securities, (iii) a determination that Holdings’ public shares are “penny stocks” which will require brokers trading in Holdings’ public shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for Holdings’ securities and (iv) a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered

securities.” Holdings Common Stock and Holdings Public Warrants would qualify as covered securities under such statute. If Holdings were no longer listed on Nasdaq, its securities would not qualify as covered securities under such statute and it would be subject to regulation in each state in which it offers its securities. See “Risk Factors — There can be no assurance that Holdings will be able to be approved for listing on either Nasdaq or the NYSE, or comply with the continued listing standards of Nasdaq or the NYSE.

Q:     How many votes do I have at the Special Meeting?

A:     SPAC Stockholders are entitled to one vote at the Special Meeting for each share of SPAC Common Stock held of record as of [•], 2024, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were [•] shares of SPAC Class A Common Stock and 5,750,000 shares of SPAC Class B Common Stock issued and outstanding.

Q:     What vote is required to approve the Proposals presented at the Special Meeting?

A:     The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of SPAC Common Stock as of the Record Date. Accordingly, a SPAC Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention or broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of the Election of Directors Proposal requires a plurality of the votes cast by the SPAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

The approval of the NTA Proposal requires the affirmative vote of holders of at least 65% of the issued and outstanding shares of SPAC Common Stock as of the Record Date.

The approval of all other Proposals presented to the SPAC Stockholders require the affirmative vote of a majority of the shares of SPAC Common Stock cast by the SPAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a SPAC Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of such Proposals.

The Sponsor and our directors and officers have agreed to vote their shares in favor of the Business Combination Proposal and all other Proposals presented in this proxy statement/prospectus. As a result, we would need [•] SPAC Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved, as the Sponsor Founder Shares represent an aggregate of [•]% of the SPAC Class A Common Stock.

Q:     What constitutes a quorum at the Special Meeting?

A:     The presence, in person or by proxy, at a stockholder’s meeting of the holders of shares of outstanding capital stock of SPAC, representing a majority of the voting power of all outstanding shares of capital stock of SPAC entitled to vote at such meeting shall constitute a quorum. In the absence of a quorum, the meeting chairperson has the power to adjourn the Special Meeting. As of the Record Date, [•] shares of SPAC Common Stock would be required to achieve a quorum.

Q:     How will the Sponsor and SPAC’s directors and officers vote?

A:     The Sponsor and SPAC’s officers and directors have agreed to vote any shares of SPAC Common Stock held by them in favor of the Business Combination. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and SPAC’s officers and directors had agreed to vote their shares of SPAC Common Stock in accordance with the majority of the votes cast by SPAC Public Stockholders.

As a result, as of the Record Date, we will not require any additional votes of the outstanding SPAC Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved.

Q:     What interests do the Sponsor and SPAC’s current officers and directors have in the Business Combination?

A:     When considering the SPAC Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Governance Proposals, the Election of Directors Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the NTA Proposal and, if presented, the Adjournment

Proposal, SPAC Stockholders should keep in mind that the Sponsor and SPAC’s directors and executive officers, have interests in such Proposals that are different from, or in addition to (and which may conflict with), those of the SPAC Stockholders. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to SPAC Stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

•        The SPAC Charter provides that the doctrine of corporate opportunity will not apply with respect to SPAC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the SPAC Charter or in the future, and SPAC renounces any expectancy that any of the directors or officers of SPAC will offer any such corporate opportunity of which he or she may become aware to SPAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of SPAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of SPAC and (i) such opportunity is one SPAC is legally and contractually permitted to undertake and would otherwise be reasonable for SPAC to pursue and (ii) the director or officer is permitted to refer that opportunity to SPAC without violating any legal obligation;

•        unless SPAC consummates an initial business combination, SPAC’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of SPAC to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        the SPAC Private Warrants purchased by the Sponsor for $9,400,000 will be worthless if an initial business combination is not consummated;

•        the Sponsor has agreed that the SPAC Private Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after SPAC has completed a business combination, subject to limited exceptions;

•        the fact that Sponsor originally paid $25,000, or approximately $0.003 per share, for its Founder Shares (of which it currently holds 4,234,840), which such Sponsor Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $46,667,937, based on the last available sale price of SPAC Class A Common Stock as of November 8, 2024, and that such shares will be worthless if the Business Combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if SPAC Public Stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that if the Business Combination or another initial business combination is not consummated by November 15, 2024 (the “Final Redemption Date”), SPAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding SPAC Class A Common Stock for cash and liquidating. In such event, the SPAC Common Stock held by the Sponsor and SPAC’s directors and officers, which were acquired for an aggregate purchase price of approximately $25,000 prior to the initial public offering, would be worthless because the Sponsor and the SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any SPAC Common Stock (other than public shares) held by them if SPAC fails to complete an initial business combination by the Final Redemption Date. Such shares had an aggregate market value of approximately $46,667,937, based upon the last available sale price of 11.02 per share as of November 8, 2024. As a result of waiving liquidating distributions, if SPAC fails to complete an initial business combination by the Final Redemption Date, the Sponsor would lose $9,400,000 for the purchase of the SPAC Private Warrants, and $25,000 for the purchase of the Founder Shares;

•        the fact that Sponsor has agreed, for no consideration, not to redeem any of the Sponsor Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if SPAC does not complete an initial business combination by November 15, 2024 (or a later date approved by SPAC Stockholders pursuant to the SPAC Charter), the proceeds from the sale of the SPAC Private Warrants of $9,400,000, will be included in the liquidating distribution to SPAC Public Stockholders and the SPAC Private Warrants will expire worthless;

•        the Sponsor has agreed that it will be liable to SPAC if and to the extent any claims by a third party for services rendered or products sold to SPAC, or a prospective target business with which SPAC has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per SPAC Class A Common Stock and (ii) the actual amount per SPAC Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        the fact that the Sponsor has made outstanding loans to SPAC in the aggregate amount of $6.43 million as of the date of this proxy statement/prospectus, which amount the Sponsor will lose to the extent that SPAC is unable to repay such loans if the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed;

•        the fact that, in connection with various extensions of the deadline by which SPAC must complete an initial business combination, the Sponsor has deposited an aggregate of $3.31 million into the Trust Account, as of the date of this proxy statement/prospectus, in exchange for non-interest bearing, unsecured promissory notes issued by SPAC to the Sponsor that will not be repaid in the event that SPAC is unable to close a business combination unless there are funds available outside the Trust Account to do so;

•        the fact that if SPAC is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $15,878,935, composed of (i) $25,000, representing the aggregate purchase price paid for the SPAC Class B Common Stock, (ii) $9,400,000, representing the aggregate purchase price paid for SPAC Private Warrants, (iii) $60,000 of unpaid expenses incurred by the Sponsor and SPAC’s officers and directors and their affiliates in connection with the administrative services agreement as of the date hereof, (iv) $950,710, representing the outstanding loans to SPAC made by the Sponsor as of October 15, 2024, and (v) $5,443,225, representing the funds that the Sponsor has deposited into the Trust Account, as of October 15, 2024, in connection with various extensions of the deadline by which SPAC must complete an initial business combination;

•        the fact that SPAC’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

•        the fact that Ronald C. Copley and Jason C. Reeves, current directors of SPAC, will join the Holdings Board upon completion of the Business Combination.

The existence of the interests described above may result in a conflict of interest on the part of SPAC’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize SPAC’s officers and directors to complete an initial business combination, even if on terms less favorable to the SPAC Stockholders compared to liquidating SPAC, because, among other things, if SPAC is liquidated without completing an initial business combination, the Sponsor Founder Shares and SPAC Private Warrants would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $46,667,937, based on the last available sale price of SPAC Class A Common Stock as of November 8, 2024), and out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to SPAC would not be repaid to the extent such amounts exceed cash held by SPAC outside of the Trust Account (which such expenses and loans, as of October 15, 2024, amounted to $6.43 million).

Q:     Did the SPAC Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. The SPAC Board did obtain a fairness opinion in connection with its determination to approve the Business Combination.

Q:     What factors did the SPAC Board consider in determining whether or not to proceed with the Business Combination?

A:     The SPAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Transactions contemplated thereby, including, but not limited to:

•        Potential to Grow.     We believe that the redevelopment of TSII aligns well with our goal to prioritize businesses that integrate natural resources and infrastructure. We believe TSII is well positioned in the geographical market area. With our lead supplier and customer, we believe TSII will operate in a market ripe for our products. Furthermore, our strategic collaborations with our supplier and customer and their focus on staying at the forefront of Mountain West energy market. Through the Business Combination with TSII, we can leverage its assets to address significant unmet needs in the energy market. TSII’s portfolio of highly promising assets, market positioning, and strategic vision to become a global leader make it an ideal candidate for an acquisition within the market.

•        High Revenue Potential.     The SPAC Board believes that TSII’s growth potential is backed by a growing Utah energy market. Additionally, the SPAC Board believes that the presence of multiple new natural resources companies within Utah’s Uinta Basin, will position the go-forward company where it can cost-effectively process the resources.

•        Efficient Use of Capital to Meet Growth Objectives.     The SPAC Board believes that TSII is positioned such that the utilization of additional capital can propel the next stage of development. This belief comes from the SPAC Board’s due diligence assessing TSII’s assets and market position, and understanding of how additional capital, in connection with successful re-start of assets, will translate into investor returns over the long-term.

•        Attractive Valuation.     The SPAC Board believes that TSII is currently available at discount compared to its peers (based upon the current enterprise values of comparable public companies with similar technologies).

•        Public Market Readiness.     The SPAC Board believes that TSII is well-positioned to be a public company, specifically with respect to its size and the scalability of its assets. Additionally, the SPAC Board expects that public market investors will understand and value TSII and its potential as a business. The SPAC Board believes that we have appropriate and effective plans to implement the governance measurers and financial systems and controls required by the public markets.

See the section entitled “The Business Combination Proposal — The SPAC Board’s Reasons for the Approval of the Business Combination” for additional discussion.

Q:     What happens if I sell my shares of SPAC Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of SPAC Common Stock after the Record Date, but before the date of the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of SPAC Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Pursuant to the SPAC Charter, if the Business Combination Proposal is not approved and SPAC does not otherwise consummate an alternative business combination by November 15, 2024 (or a later date approved by SPAC Stockholders pursuant to the SPAC Charter), SPAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, subject to payment of SPAC’s tax obligations and up to $100,000 of dissolution expenses.

Q:     How do the SPAC Public Warrants differ from the SPAC Private Warrants and what are the related risks to any holders of SPAC Public Warrants following the Business Combination?

A:     The SPAC Private Warrants are identical to the SPAC Public Warrants in all material respects, except that the SPAC Private Warrants will not be transferable, assignable, or salable until 30 days after the completion of the Business Combination and they will not be redeemable by Holdings so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the SPAC Private Warrants on a cashless basis. If the SPAC Private Warrants are held by holders other than the Sponsor or its permitted transferees, the SPAC Private Warrants will be redeemable by Holdings in all redemption scenarios and exercisable by the holders on the same basis as the SPAC Public Warrants.

Following the Business Combination, Holdings may redeem the Holdings Public Warrants, prior to their exercise at a time that is disadvantageous to the holders, thereby significantly impairing the value of such warrants. Holdings will have the ability to redeem outstanding Holdings Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Holdings Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third trading day prior to the notice of redemption to warrant holders. Holdings will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Holdings Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those Holdings Common Stock is available throughout the 30-day redemption period. If and when the Holdings Public Warrants become redeemable by Holdings, if Holdings has elected to require the exercise of Holdings Public Warrants on a cashless basis, Holdings will not redeem the warrants as described above if the issuance of Holdings Common Stock upon exercise of Holdings Public Warrants is not exempt from registration or qualification under applicable state securities laws or Holdings is unable to effect such registration or qualification. Redemption of the outstanding Holdings Public Warrants could force you (i) to exercise your Holdings Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Holdings Public Warrants at the then-current market price when you might otherwise wish to hold your Holdings Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Holdings Public Warrants are called for redemption, is likely to be substantially less than the market value of your Holdings Public Warrants. The closing price for the SPAC Class A Common Stock as of November 8, 2024 was $11.02 and has never exceeded the $18.00 threshold that would trigger the right to redeem the Holdings Public Warrants following the Closing.

Holdings may only call the Holdings Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the SPAC Warrant Agreement (as assumed by Holdings at Closing).

Q:     Do I have redemption rights?

A:     Pursuant to the SPAC Charter, holders of SPAC Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the SPAC Charter. As of October 15, 2024, based on funds in the Trust Account of $23.81 million less $1.43 million of interest available to pay income taxes, this would have amounted to $11.68 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of SPAC Class A Common Stock for cash. Such a holder will be entitled to receive cash for its SPAC Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to SPAC’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of SPAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to

redeem your SPAC Public Shares for cash. In connection with the IPO, the Sponsor and SPAC’s officers and directors agreed to waive any redemption rights with respect to any shares of SPAC Common Stock held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and SPAC’s officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST,” or abstain from voting on the Business Combination Proposal or any other Proposal. As a result, the Merger Agreement and the Transactions can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of a National Exchange.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to [•] Eastern time, on [•], 2024 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your SPAC Public Shares for cash to Equiniti Trust Company, LLC, our transfer agent, at the following address:

Equiniti Trust Company, LLC
55 Challenger Road
Ridgefield Park, NJ 07660
Email: SPACSUPPORT@equiniti.com

Please also affirmatively certify in your request to Equiniti Trust Company, LLC for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of SPAC Class A Common Stock. A holder of the SPAC Public Shares, together with any affiliates any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from redeeming in the aggregate shares in excess of 15% of the aggregate SPAC Public Shares, which we refer to as the “15% threshold.” Accordingly, all SPAC Public Shares in excess of the 15% threshold beneficially owned by a SPAC Public Stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is SPAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, SPAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with SPAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to SPAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that SPAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting SPAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     We expect that a U.S. Holder (as defined herein) that exercises its redemption rights to receive cash from the Trust Account in exchange for its SPAC Class A Common Stock generally will be treated as selling such shares in a taxable transaction resulting in recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of SPAC Class A Common Stock that such U.S. Holder owns or is deemed to own (including through the SPAC Public Warrants and, after the transaction, the shares and warrants of Holdings) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of a

U.S. Holder’s exercise of redemption rights and a description of the U.S. federal income tax consequences for a Non-U.S. Holder’s (as defined herein) exercise of redemption rights, please see the section entitled “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     If I am a SPAC Public Warrant holder, can I exercise redemption rights with respect to my SPAC Public Warrants?

A:     No. The holders of SPAC Public Warrants have no redemption rights with respect to such SPAC Public Warrants.

Q:     If I am a holder of SPAC Units, can I exercise redemption rights with respect to my SPAC Units?

A:     No. Holders of outstanding SPAC Units must separate the underlying SPAC Public Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the SPAC Public Shares.

If you hold SPAC Units registered in your own name, you must deliver the certificate for such SPAC Units to Equiniti Trust Company, LLC, SPAC’s transfer agent, with written instructions to separate such SPAC Units into SPAC Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit the mailing of the SPAC Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the SPAC Public Shares from the SPAC Units. See “How do I exercise my redemption rights?” above. The address of Equiniti Trust Company, LLC is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your SPAC Units, you must instruct such nominee to separate your SPAC Units. Your nominee must send written instructions by facsimile to Equiniti Trust Company, LLC, SPAC’s transfer agent. Such written instructions must include the number of SPAC Units to be split and the nominee holding such SPAC Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant SPAC Units and a deposit of an equal number of SPAC Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the SPAC Public Shares from the SPAC Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your SPAC Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     There are no appraisal rights available to our stockholders in connection with the Business Combination.

Q:     What happens to the funds deposited in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to:

•        pay SPAC Stockholders who properly exercise their redemption rights;

•        pay certain other fees, costs, and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by SPAC or the Company in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•        repay any loans owed by SPAC to the Sponsor for any transaction expense or other administrative expenses incurred by SPAC; and

•        provide for general corporate purposes of Holdings including, but not limited to, working capital for operations of the Company.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, SPAC is unable to complete the Business Combination or another initial business combination transaction by November 15, 2024 (or a later date approved by SPAC Stockholders pursuant to the SPAC Charter), the SPAC Charter provides that SPAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining SPAC Stockholders and SPAC Board, dissolve and liquidate, subject in each case to SPAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

SPAC expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to SPAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Sponsor Founder Shares have waived any right to any liquidation distribution with respect to those shares if SPAC fails to complete a business combination.

In the event of liquidation, there will be no distribution with respect to outstanding SPAC Public Warrants. Accordingly, the SPAC Public Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by SPAC and/or the Company upon the occurrence of certain events. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:     What are the U.S. federal income tax consequences to me of the Business Combination?

A:     It is intended that the SPAC Merger together with the contribution of the Rollover Interests qualify (in whole or in part) as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code. In addition, for U.S. federal income tax purposes the SPAC Merger may qualify as a tax-deferred reorganization under Section 368(a) of the Code. If the SPAC Merger only qualifies as part of a tax-deferred exchange under Section 351 of the Code and does not qualify as a tax-deferred reorganization under Section 368(a) of the Code, then no gain or loss generally would be recognized by the public stockholders that exchange our common stock solely for Holdings Common Stock pursuant to the SPAC Merger, but the exchange of SPAC Public Warrants for Holdings Warrants in the SPAC Merger would not qualify for tax-deferred treatment and would be taxable as further described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders.” If the SPAC Merger does not qualify as part of a tax-deferred exchange under Section 351 of the Code (and does not qualify as a tax-deferred reorganization under Section 368(a) of the Code), then neither the exchange of our common stock for Holdings Common Stock, nor the exchange of SPAC Public Warrants for Holdings Warrants, pursuant to the SPAC Merger would qualify for tax-deferred treatment, and instead each would be taxable as further described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders.”

The parties intend to report the SPAC Merger together with the contribution of the Rollover Interests as a tax-deferred exchange under Section 351 of the Code. However, the closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel regarding the U.S. federal income tax treatment of the Business Combination, and none of SPAC, Holdings, or their respective affiliates intends to request a ruling from the IRS regarding such treatment. Accordingly, no assurance can be given that the IRS will not challenge the Business Combination’s qualification as an exchange under Section 351 or that a court will not sustain such a challenge by the IRS. You are strongly urged to consult your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences of the Business Combination (including the SPAC Merger) to you. Please see the section entitled “Material U.S. Federal Income Tax Considerations.”

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held at [•] Eastern Time, on [•], 2024 as a virtual meeting. The Special Meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at [•].

Q:     How can I attend the Special Meeting virtually?

A:     SPAC is pleased to conduct the Special Meeting virtually via the internet through a live webcast and online stockholder tools. SPAC is offering SPAC Stockholders the ability to attend the Special Meeting virtually to provide ready access and cost savings for both SPAC and its stockholders. SPAC believes a virtual format facilitates stockholder attendance and participation by leveraging technology to allow SPAC to communicate more effectively and efficiently with its stockholders. This format empowers SPAC Stockholders around the world to participate at no cost. SPAC will use the virtual format to enhance stockholder access and participation and protect stockholder rights.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of SPAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares of SPAC through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a holder of record of SPAC Common Stock on [•], 2024, the Record Date, you may vote with respect to the Proposals set forth in this proxy statement/prospectus at the Special Meeting via the virtual meeting platform, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the virtual meeting platform, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, SPAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Proposal but will have no effect on any other Proposals presented herein. Broker non-votes will not be counted as present for the purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Proposal, and will have no effect on any of the other Proposals presented herein.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by SPAC without an indication of how the stockholder intends to vote on a Proposal will be voted “FOR” each Proposal presented to the stockholders at the Special Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. SPAC believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide to ensure that your vote is counted.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card to SPAC’s secretary at the address set forth below so that it is received by SPAC’s secretary prior to the Special Meeting or attend the Special Meeting and vote via the virtual meeting platform. Stockholders also may revoke their proxy by sending a notice of revocation to SPAC’s secretary, which must be received by SPAC’s secretary prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     SPAC will pay the cost of soliciting proxies for the Special Meeting. SPAC has engaged Laurel Hill Advisory Group, LLC (“Laurel Hill”) to assist in the solicitation of proxies for the Special Meeting. SPAC has agreed to pay a fee of $8,500, plus disbursements. SPAC will reimburse Laurel Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages and expenses. SPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of SPAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the SPAC Common Stock and in obtaining voting instructions from those owners. SPAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or the Proposals, or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Integrated Rail and Resources Acquisition Corp.
400 W. Morse Boulevard, Suite 220
Winter Park, FL 32789
Attn: Mark A. Michel
Telephone No.: (321) 972-1583

You may also contact our proxy solicitor at:

Laurel Hill Advisory Group
2 Robbins Lane, Suite 200
Jericho, NY 11753
Tel: (855) 414-2266 (toll-free) or
(516) 396-7902 (banks and brokers can call collect)
Email: IRRX@laurelhill.com

To obtain timely delivery, SPAC Stockholders must request the materials no later than [•], 2024.

You may also obtain additional information about SPAC from documents filed with the SEC, free of charge, by visiting their website at www.sec.gov or by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your SPAC Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to SPAC’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Equiniti Trust Company, LLC
55 Challenger Road
Ridgefield Park, NJ 07660
Email: SPACSUPPORT@equiniti.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, the Company’s and Holdings’, and our, the Company’s and Holdings’ respective management teams’, expectations, hopes, beliefs, intentions or strategies regarding the future, including those related to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        the ability to complete the Business Combination with the Company or, if SPAC does not consummate such Business Combination, any other initial business combination;

•        the anticipated timing of the Business Combination;

•        Holdings’ capitalization after giving effect to the Business Combination;

•        the ability to recognize the anticipated benefits of the proposed Business Combination;

•        satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval of the holders of the requisite number of outstanding shares of SPAC Common Stock entitled to vote, who attend and vote thereupon at the special meeting, (ii) the Requisite Approval, (iii) the registration statement (of which this proxy statement/prospectus is a part) will have been declared effective under the Securities Act and remains effective as of such date, (iv) all waiting periods (and any extensions thereof) under the HSR Act shall have expired or been terminated, (v) no governmental authority with jurisdiction over the parties with respect to the Business Combination will have issued any order or law enjoining, prohibiting or making illegal the consummation of the Business Combination, and (vi) Holdings Common Stock to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq;

•        the financial and business performance of Holdings, including financial projections and business metrics and any underlying assumptions thereunder;

•        the potential liquidity and trading of our public securities;

•        changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of the Company’s business model;

•        the Company’s ability to scale in a cost-effective manner;

•        developments and projections relating to the Company’s competitors and industry;

•        the impact of health epidemics on the Company’s business and the actions the Company may take in response thereto;

•        expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•        the Company’s future capital requirements and sources and uses of cash;

•        the Company’s ability to obtain funding for its operations;

•        the Company’s business, expansion plans and opportunities;

•        the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors following the completion of the Business Combination;

RISK FACTORS

The following risk factors will apply to the business and operations of Holdings following the Closing. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of the Company and Holdings’ business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of SPAC Common Stock. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may harm the business, cash flows, financial condition and results of operations of Holdings. the Company may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair Holdings’ business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the consolidated financial statements of the Company and financial statements of SPAC and notes thereto included elsewhere in this proxy statement/prospectus.

Risks Related to the Company’s Business and Industry

Unless the context requires otherwise, references to “we,” “us,” “our,” and the “Company” in this subsection are to the business and operations of the Company prior to the Business Combination and the business and operations of Holdings after the closing of the Business Combination.

Our business involves a certain degree of risk. You should consider and read carefully the risks and uncertainties described below together with all of the other information contained in this prospectus. If any of the following risks, or any risk described elsewhere in this prospectus, actually occur, our business, prospects, financial condition, results of operations, or cash flows could be materially adversely affected. The risks described below are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us.

Operating Risks

Our operations are subject to operational hazards that could expose us to potentially significant losses.

Our operations are subject to potential operational hazards and risks inherent in refining operations, in transporting and storing crude oil and refined products. Any of these risks, such as fires, explosions, security breaches, cyber threats, pipeline ruptures and spills, mechanical failure of equipment, and severe weather and natural disasters at our or third-party facilities could result in business interruptions or shutdowns and damage to our properties and the properties of others. The scientific consensus suggests that some of these physical risks to our facilities and third-party facilities, especially risks associated with extreme weather, may increase as a result of climate change. A serious accident at our facilities could also result in serious injury or death to our employees or contractors and could expose us to significant liability for personal injury claims and reputational risk. Any such event or unplanned shutdown could have a material adverse effect on our business, financial condition, and results of operations.

Earnings and cash flows from our operations depend on a number of factors, including to a large extent the cost of crude oil and other refinery feedstocks which has fluctuated significantly in recent years. The expenses we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil, gasoline, and other refined products, which are subject to, among other things:

•        changes in the global economy and the level of foreign and domestic production of crude oil and refined products;

•        availability of crude oil and refined products and the infrastructure to transport crude oil and refined products;

•        local factors, including market conditions, the level of operations of other refineries in our markets, and the volume and price of refined products imported;

•        threatened or actual terrorist incidents (including cyber attacks), acts of war, and other global political conditions;

•        changes in the availability or cost of maritime shipping;

•        pandemics, public health crises, or other widespread emergencies such as COVID-19;

•        government regulations or mandated production curtailments or limitations; and

•        weather conditions, hurricanes, or other natural disasters.

These actions could result in a decrease in the expected earnings and cash flows generated by our business.

Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and prices for refined products, which could adversely impact our results of operations.

Instability in the global economic and political environment can lead to volatility in the cost and availability of crude oil and in the price and demand for refined products. This may place downward pressure on our results of operations. This is particularly true of developments in and relating to oil-producing countries, including terrorist activities, military conflicts, embargoes, internal instability, or actions or reactions of the U.S. or foreign governments in anticipation of, or in response to, such developments. Any such events may limit or disrupt markets, which could negatively impact our ability to access global crude oil commodity flows or sell our refined products.

We are dependent on certain members of our management and technical team.

Investors must rely upon the ability, expertise, judgment and discretion of our management and the success of our technical team in identifying, evaluating, developing, and refining reserves. Our performance and success are dependent, in part, upon key members of our management and technical team, and their loss or departure could be detrimental to our future success. We depend to a significant degree upon our [insert names of management team]. We do not believe that these key members of our management could be quickly replaced with personnel of equal experience and capabilities, and their successor(s) may not be as effective. If any of our other key personnel resign or become unable to continue in their present roles and if they are not adequately replaced, our business operations could be adversely affected.

The development schedule of infrastructure and refining projects, including the availability and cost of equipment, supplies, personnel and services, is subject to delays and cost overruns.

Historically, these types of development projects have experienced delays and capital cost increases and overruns due to, among other factors, the unavailability or high cost of equipment, supplies, personnel and services. The cost to develop our projects is not yet fixed and will remain dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. Our construction and operation schedules may not proceed as planned and may experience delays or cost overruns. Any delays may increase the costs of the project, requiring additional capital, and such capital may not be available in a timely and cost-effective fashion.

Reclamation and financial assurances required in order to support those obligations can be expensive.

Where mining operations are or have been conducted, the Company is obligated to reclaim mined areas and to maintain adequate resources, including related insurance and bonding, to support reclamation obligations. Both the cost of reclamation and the financial assurances required to be in place in order to mine can be expensive. Even with limited activity to date, the Company’s current reclamation obligation is approximately $796,000. As operations expand, this amount will increase accordingly.

Geopolitical conflicts, including the conflict between Russia and Ukraine, could increase the cost of our crude oil feedstocks and affect the demand for our products.

In February 2022, following Russia’s invasion of Ukraine, the U.S. and other countries announced sanctions against Russia, including restrictions on the importation of Russian crude oil. The U.S. and other countries have imposed additional sanctions as the conflict has escalated. Any further sanctions imposed or actions taken by the

U.S. or other countries, and any retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia, may impact costs, reduce our sales and earnings, or otherwise have an adverse effect on our operations. Additionally, conflicts like Russia’s invasion of Ukraine and recent attacks on shipping in the Red Sea may exacerbate inflationary pressures, including with respect to commodity prices and energy costs, and disrupt global supply chains. Rapid and significant changes in commodity costs may affect the demand for our products.

Many of our refined products could cause serious injury or death if mishandled or misused by us or our purchasers, or if defects occur during manufacturing.

While we work to extract, produce, refine, store, transport, and deliver all of our refined products in a safe manner, many of our refined products are highly flammable or explosive and could cause significant damage to persons or property if mishandled. Defects in our products (such as gasoline or jet fuel) or misuse by us or by end purchasers could lead to fatalities or serious damage to property. We may be held liable for such occurrences, which could have a material adverse effect on our business and results of operations.

Our business is impacted by increased risks of spills, discharges, or other releases of petroleum or hazardous substances.

The operation of extraction activities, refineries, and refined products terminals is subject to increased risks of spills, discharges, or other inadvertent releases of petroleum or hazardous substances. These events could occur in connection with our extractive activities, and the operation of our refineries or refined products terminals. If any of these events occur, or is found to have previously occurred, we could be liable for costs and penalties associated with their remediation under federal, state, and local environmental laws or common law, and could be liable for property damage to third parties caused by contamination from releases and spills. The penalties and clean-up costs that we may have to pay for releases or the amounts that we may have to pay to third parties for damages to their property could be significant and have a material adverse effect on our business, financial condition, or results of operations.

Our insurance coverage may be inadequate to protect us from the liabilities that could arise in our business.

We carry property, casualty, business interruption, and other lines of insurance, but we do not maintain insurance coverage against all potential losses. We could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. Claims covered by insurance are subject to deductibles, the aggregate amount of which could be material. Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy. There also can be no assurance that existing insurance coverage can be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured event could have a material adverse effect on our business, financial condition, and results of operations.

The financial and operating results of our refineries, including the products they refine and sell, can be seasonal.

Demand for gasoline in the Rockies and Northwest United States is generally higher during the summer months than during the winter months. Financial and operating results for the first and fourth calendar quarters may be lower than those for the second and third calendar quarters of each year as a result of this seasonality.

We rely upon certain critical information systems for the operation of our business and the failure of any critical information system, including a cybersecurity breach, may result in harm to our business.

We are heavily dependent on our technology infrastructure and maintain and rely upon certain critical information systems for the effective operation of our business. These information systems include data network and telecommunications, internet access and our websites, and various computer hardware equipment and software applications, including those that are critical to the safe operation of our refineries and terminals. The integrity and protection of our customer, employee, and company data is critical to our business.

Our information systems are subject to damage or interruption from a number of potential sources including natural disasters, ransomware, software viruses or other malware, power failures, cyber-attacks, and other events. To the extent that these information systems are under our control, we have implemented cybersecurity policies designed to address these risks. However, security measures for information systems cannot be guaranteed to be failsafe. Our systems and procedures for protecting against such attacks and mitigating such risks may prove to be insufficient in the future and such attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation, or regulatory. Any compromise of our data security or our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business and subject us to additional costs and liabilities, which could adversely affect our business, financial condition, and results of operations. In addition, as technologies evolve, and cyber-attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm. Finally, federal legislation relating to cybersecurity threats could impose additional requirements on our operations.

Climate change may increase the frequency and severity of weather events that could result in severe personal injury, property damage, and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flows.

Increasing concentrations of GHG in Earth’s atmosphere may produce climate changes that have significant weather-related effects, such as increased frequency and severity of storms, droughts, floods, and other climatic events. If any of those effects were to occur, they could have an adverse effect on our operations, including damages to our refineries, retail locations, logistics assets or other properties from powerful wind or rising waters. We may experience increased insurance costs, or difficulty obtaining adequate insurance coverage, for our assets in areas subject to more frequent severe weather. We may not be able to recoup these increased costs through the cash generated by our business. Extreme weather events could cause damage to property or facilities that could exceed our insurance coverage and our business, financial condition, and results of operations could be adversely affected. Additionally, if we are named in litigation related to climate change, costs or other impacts resulting from such litigation could be material.

Regulatory Risk

Meeting the requirements of evolving environmental, health, and safety laws and regulations could adversely affect our performance.

Consistent with the experience of other U.S. refineries, environmental laws and regulations have raised operating costs and may require significant capital investments. We may be required to address conditions that may be discovered in the future and require a response. Potentially material expenditures could be required in the future as a result of evolving environmental, health, and safety and energy laws, regulations, or requirements that may be adopted or imposed in the future. Future developments in federal and state laws and regulations governing environmental, health and safety, and energy matters are especially difficult to predict.

Currently, multiple legislative and regulatory measures to address GHG emissions (including CO2, methane, and NOX) are in various phases of consideration, promulgation, or implementation. These include actions to develop national, statewide, or regional programs, each of which could require reductions in our GHG emissions. Requiring reductions in our GHG emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities, or (iii) administer and manage any GHG emissions programs, including acquiring emission credits or allotments. Requiring reductions in our GHG emissions and increased use of renewable fuels which can be supplied by producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial, and individual customers could also decrease the demand for our refined products, and could have a material adverse impact on our business, financial condition, and results of operations.

Additionally, legislation designed to protect animal and plant species may limit or restrict our ability to construct or expand new oil terminals and oil-by-rail infrastructure, which could have a material impact on our business, financial condition, and results of operations. Finally, federal and state regulations requiring additional GHG-related disclosures could significantly increase our regulatory compliance costs.

Several states have pursued or are considering initiatives designed to reduce the carbon intensity of the transportation sector by encouraging increased use of renewable fuels or electric vehicles or by requiring reductions in transportation fuel-related GHG emissions in the state. These state actions could reduce demand for our refined petroleum products, which could have a material adverse effect on our business, results of operations, and financial condition.

Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from natural gas and oil sales, or otherwise alter the way we conduct our business.

Currently, multiple legislative and regulatory measures to address GHG, including CO2, methane, and NOX, and other emissions are in various phases of consideration, promulgation, or implementation at various levels of the federal and state government. These include actions to develop international, federal, regional, or statewide programs, which could require reductions in our GHG or other emissions, establish a carbon tax and decrease the demand for our refined products. Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities, and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments.

The EPA has issued a notice of finding and determination that emissions of CO2, methane, and other GHGs present an endangerment to human health and the environment. In response, the EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, establish Prevention of Significant Deterioration (“PSD”) construction and Title V operating permit program requiring reviews for GHG emissions from certain large stationary sources. Facilities required to obtain PSD permits for their GHG emissions will also be required to meet “best available control technology” standards, which will be established by the states or, in some instances, by the EPA on a case-by-case basis. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified large GHG emission sources in the U.S., including petroleum refineries and certain onshore petroleum and natural gas production activities, on an annual basis. Certain of the third-party extraction and production entities in which we hold a working interest also may be subject to reporting of GHG emissions in the U.S. These EPA policies and rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified facilities.

In addition, from time to time, the U.S. Congress has considered and may in the future consider and adopt “cap and trade” legislation that would establish an economy-wide cap on GHG emissions in the U.S. and would require most sources of GHG emissions to obtain emission “allowances” corresponding to their annual GHG emissions. For those GHG sources that are unable to meet the required limitations, such legislation could impose substantial financial burdens. Any laws or regulations that may be adopted to restrict or reduce GHG emissions would likely require us to incur increased operating costs and could have an adverse effect on demand for our production. The adoption of any legislation or regulations that limits emissions of GHG from extraction and production facilities, equipment, and operations could require us or our business partners to incur costs to reduce emissions of GHG associated with our or such entities’ operations or could adversely affect demand for the refined petroleum products that we extract or produce.

At the state level, several states have passed low carbon fuel standard legislation and other initiatives, including a cap and invest program, to reduce emissions from the transportation sector. We could also face increased climate-related litigation with respect to our operations or products. If we are unable to pass the costs of compliance on to our customers, sufficient credits are unavailable for purchase, we have to pay a significantly higher price for credits, or we are otherwise unable to meet our compliance obligation, our financial condition and results of operations could be adversely affected.

Federal, regional, and state climate change and air emissions goals and regulatory programs under the Clean Air Act are complex, subject to change, and create uncertainty due to a number of factors including technological feasibility, legal challenges, and potential changes in federal policy. Nevertheless, stricter regulation can be expected in the future and any of these or similar changes, or regulatory enforcement in connection with such requirements, may have a material adverse impact on our business, results of operations, and financial condition.

Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail.

We rely on a variety of systems to transport crude oil, including rail. Rail transportation is regulated by federal, state, and local authorities. New regulations or changes in existing regulations could result in increased compliance expenditures. These or other regulations that require the reduction of volatile or flammable constituents in crude oil that is transported by rail, change the design or standards for rail cars used to transport the crude oil we purchase, change the routing or scheduling of trains carrying crude oil, or require any other changes that detrimentally affect the economics of delivering North American crude oil by rail, could increase the time required to move crude oil from production areas to our refineries, increase the cost of rail transportation, and decrease the efficiency of shipments of crude oil by rail within our operations. Any of these outcomes could have a material adverse effect on our business, results of operations, and financial condition.

We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.

Pipeline and Hazardous Materials Safety Administration (“PHMSA”) has established a series of rules requiring pipeline operators to develop and implement integrity management programs for hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas (“HCAs”), which are areas where a release could have the most significant adverse consequences, including high-population areas, certain drinking water sources, and unusually sensitive ecological areas. These regulations require operators of covered pipelines to:

•        perform ongoing assessments of pipeline integrity;

•        identify and characterize applicable threats to pipeline segments that could impact an HCA;

•        improve data collection, integration, and analysis;

•        repair and remediate the pipeline as necessary; and

•        implement preventive and mitigating actions.

In addition, certain states have also adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines. These requirements could result in us incurring increased operating costs that could be significant and have a material adverse effect on our financial position or results of operations. Moreover, changes to pipeline safety laws by Congress and regulations by PHMSA that result in more stringent or costly safety standards could result in our incurring increased operating costs that could have a material adverse effect on our financial position or results of operations.

Compliance with and changes in tax laws could materially and adversely affect our financial condition, results of operations and cash flows.

We are subject to extensive tax liabilities imposed by multiple jurisdictions including, without limitation, income taxes, indirect taxes (excise/duty, sales/use, gross receipts, GHG emissions), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Although we believe we have used reasonable interpretations and assumptions in calculating our tax liabilities, the final determination of these tax audits and any related proceedings cannot be predicted with certainty. Any adverse outcome of such tax audits or related proceedings could result in unforeseen tax-related liabilities that may, individually or in the aggregate, materially affect our cash tax liabilities, results of operations, and financial condition. Additionally, tax rates or tax interpretations in the various jurisdictions in which we operate may change significantly as a result of political or economic factors beyond our control.

Business Risks

We must make substantial capital expenditures at our Facility and related assets to establish and maintain their reliability and efficiency. If we are unable to complete capital projects at their expected costs or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations, or cash flows could be adversely affected.

Our Facility and related assets have existed for many years. Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep operating at optimum efficiency. These costs do not result in increases in unit capacities, but rather are focused on trying to maintain safe, reliable operations.

Delays or cost increases related to the engineering, procurement, and construction of new facilities, or improvements and repairs to our existing facilities and equipment, could have a material adverse effect on our business, financial condition, or results of operations. Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:

•        denial or delay in obtaining regulatory approvals and/or permits;

•        difficulties in executing the capital projects;

•        unplanned increases in the cost of equipment, materials, or labor;

•        disruptions in transportation of equipment and materials;

•        severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, or spills) affecting our facilities, or those of our vendors and suppliers;

•        shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

•        market-related increases in a project’s debt or equity financing costs; and/or

•        non-performance or force majeure by, or disputes with, our vendors, suppliers, contractors, or sub-contractors.

Any one or more of these occurrences noted above could have a significant impact on our business. If we are unable to make up the delays or to recover the related costs, or if market conditions change, it could materially and adversely affect our financial position, results of operations, or cash flows.

Offtake Agreement and LC Facility expose us to counterparty credit and performance risk.

On consummation of the Business Combination, we will have a sole crude supply and offtake agreement (the “Offtake Agreement”) with Shell Trading US Company (“STUSCO” or “Customer”). STUSCO will own all of the crude oil we extract and produce and substantially all of our refined product inventories prior to our sale of the inventories. An adverse change in the business, results of operations, liquidity, or financial condition of STUSCO could adversely affect the ability of such counterparty to perform its obligations, which could consequently have a material adverse effect on our business, results of operations, or liquidity and, as a result, our business and operating results.

The Parties to the Offtake Agreement may not satisfy the Conditions Precedent, which could adversely affect its business.

The Offtake Agreement is subject to certain Conditions Precedent, including, among other things, the necessary refurbishment, construction, permitting, and receipt of approvals of or by the Facility have occurred. It is possible that these Conditions Precedent may not be achieved in a timely manner or at all, or that one or more other closing conditions may not be satisfied or, if not satisfied, that such conditions may not be waived in accordance with the terms of the Offtake Agreement. If the parties to the Offtake Agreement are unable to complete the Conditions Precedent, Integrated Rail will not fully realize the anticipated benefits of the Transactions.

Construction, development, maintenance and operation of our Facility involves significant risks and hazards, and our ability to recover our investments may be impaired if our project construction activities do not commence or proceed as scheduled.

The construction of the Facility involves numerous risks. Success in constructing a particular project is contingent upon or may be affected by, among other things:

•        timely implementation and satisfactory completion of construction;

•        obtaining and maintaining required governmental permits and approvals, including making appeals of, and satisfying obligations in connection with, approvals obtained;

•        grants of injunctive relief to stop or prevent construction of the Facility;

•        delivery of components related to the production, extraction and storage systems on-budget and on-time;

•        discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at the Facility;

•        increases to labor costs beyond our expectation upon entering into construction agreements as a result of enhanced local or national requirements regarding the use of union labor on-site, commercial pressures or settlements or the prevailing wage and apprenticeship requirements;

•        insolvency or financial distress on the part of our service providers, contractors or suppliers;

•        cost overruns and change orders;

•        cost or schedule impacts arising from changes in federal, state or local land-use or regulatory policies;

•        unfavorable tax treatment or adverse changes to tax policy;

•        adverse environmental and geological or weather conditions, including water shortages and climate change, which may in some cases limit our ability to produce Crude Feedstock or force work stoppages due to the risk of heat, fire or other extreme weather events;

•        force majeure and other events outside of our control;

•        changes in laws affecting the project;

•        accidents on constructions sites; and

•        damage to consumers triggered by blackouts caused by damage to transmission infrastructure during construction.

If we fail to complete the improvements to the Facility, fail to meet one or more agreed target milestone dates or fail to perform other contract terms, there may be a delay in, reduction or cancellation of payments from STUSCO, increased costs due to contractual penalties, loss of future revenue, termination of the Offload Agreement, penalties and/or other obligations under other Facility-related agreements, and we may not be able to recover our investment in the Facility. If we are unable to complete the improvements to the Facility, we may impair some or all of the capitalized investments we have made relating to the Facility, which could have an adverse effect on our results of operations in the period in which the loss is recognized.

The improvement, maintenance and operation of the Facility also involve hazardous activities, such as handling pressurized parts, operating large pieces of equipment and delivering our Crude Oil Products. Hazards such as fire, explosion, structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of or damage to, the environment. The occurrence of any one of these hazards may result in curtailment or termination of our operations or liability to third parties for damages, environmental clean-up costs, personal injury, property damage and fines and/or penalties, any of which could be substantial.

Because we currently rely on only one customer our Crude Oil Products, the change in ownership or management of such customer may adversely affect our business, financial condition and results of operations.

Our success will depend on developing and maintaining close working relationships with our customer. Currently, we expect to generate a substantial majority of our revenue from the production of Crude Oil Products and related services we will provide to STUSCO. We expect that our agreements with STUSCO will account for a substantial portion of our revenue in the near term. Changes in the business of this customer, particularly with respect to a change in its management or ownership, could change the dynamics of our current relationship and subject us to the risk of new management or ownership choosing to enter into relationships with preferred service providers. If we are not able to establish a strategic relationship with the new management or ownership, or if new management or ownership chooses to enter into relationships with preferred service providers, it may materially and adversely affect our business, financial condition and results of operations.

Inadequate liquidity could materially and adversely affect our business operations in the future.

If our cash flow and capital resources are insufficient to fund our obligations, we may be forced to reduce our capital expenditures, seek additional equity or debt capital, or restructure indebtedness. We cannot assure you that any of these remedies could, if necessary, be affected on commercially reasonable terms, or at all. The availability of capital when the need arises will depend upon a number of factors, some of which are beyond our control. These factors include general economic and financial market conditions, natural gas and crude oil prices, our credit ratings, interest rates, market perceptions of us or the industries in which we operate, our market value, and our operating performance. We may be unable to execute our long-term operating strategy if we cannot obtain capital from these or other sources when the need arises.

Our ability to generate cash and repay our indebtedness or fund capital expenditures depends on many factors beyond our control and any failure to do so could harm our business, financial condition, and results of operations.

Our ability to fund future capital expenditures and repay any indebtedness when due will depend on our ability to generate sufficient cash flow from operations and borrowings under future debt agreements. To a certain extent, this is subject to general economic, financial, competitive, legislative, and regulatory conditions and other factors that are beyond our control.

We cannot assure you that our businesses will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to fund our liquidity needs. If our cash flow and capital resources are insufficient to fund our needs, we may be forced to reduce our planned capital expenditures, sell assets, seek additional equity or debt capital, or restructure our debt. We cannot assure you that any of these remedies could, if necessary, be affected on commercially reasonable terms, or at all, which could cause us to default on our obligations and could impair our liquidity.

We may incur significant debt in the future.

We may incur significant indebtedness in the future. A substantial level of indebtedness could have important consequences, including the following:

•        we may be required to use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness and obligations under the Offtake Agreement, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions;

•        our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impaired;

•        our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions;

•        we may be more vulnerable to economic downturns and adverse developments in our business; and

•        we may be unable to comply with financial and other restrictive covenants in our debt agreements, some of which may require us to maintain specified financial ratios and limit our ability to incur additional debt and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on our business and prospects and could result in bankruptcy.

Our ability to meet expenses, to remain in compliance with covenants, and to make future principal and interest payments in respect of our debt would depend on, among other things, our operating performance, competitive developments, and financial market conditions, all of which are significantly affected by financial, business, economic, and other factors. We are not able to control many of these factors. If industry and economic conditions deteriorate, our cash flow may not be sufficient to allow us to pay principal and interest on our debt and meet our other obligations.

Our debt agreements may impose significant operating and financial restrictions on us.

The terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions, among other things, may limit our ability to:

•        pay dividends or distributions, repurchase equity, prepay junior debt, and make certain investments, loans, or acquisitions;

•        incur additional debt, make guarantees of debt, or issue certain disqualified stock and preferred stock;

•        sell or otherwise dispose of assets;

•        incur liens;

•        enter into certain hedging transactions;

•        consummate fundamental changes, merge or consolidate with another company, sell all or substantially all assets, or alter the business; and

•        enter into certain transactions with affiliates.

All of these covenants may adversely affect our ability to finance our operations, meet or otherwise address our capital needs, pursue business opportunities, react to market conditions, or otherwise restrict activities or business plans. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the requisite lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. If repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.

We may incur losses and incur additional costs as a result of forward-contract activities and derivative transactions.

We may enter into derivative contracts from time to time primarily to reduce our exposure to fluctuations in interest rates and in the price of crude oil and refined products. If the instruments we use to hedge our exposure are not effective, or if our counterparties are unable to satisfy their obligations to us, we may incur losses. We may also be required to incur additional costs in connection with future regulation of derivative instruments to the extent such regulation is applicable to us. Additionally, our commodity derivative activities may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance.

Variable rate indebtedness would subject us to interest rate risk, which could cause our debt service obligations to increase significantly and otherwise impact our ability to incur indebtedness for acquisitions and working capital needs.

We may be subject to interest rate risk in connection with future debt agreements as well as our Offtake Agreement, which bear interest at variable rates. Interest rate changes could affect the amount of our interest payments and, accordingly, our future earnings and cash flows, assuming other factors are held constant. Increases in interest rates could also impact our ability to incur indebtedness to fund acquisitions and working capital needs. Since 2022,

interest rates have been significantly higher than in recent years and a significant increase in prevailing interest rates could substantially increase our interest expense and have a material adverse effect on our financial condition, results of operations, and cash flows.

Changes in the availability of and the cost of labor could adversely affect our business.

Changes in labor markets due to various factors, including inflationary pressures, have increased the competition for recruiting and retaining talent. As a result of these factors, our business could be adversely impacted by increases in labor, health care, and benefits costs necessary to attract and retain high quality employees with the right skill sets to meet our needs. In addition, our wages and benefits programs may be insufficient to attract and retain top performing employees, especially in a rising wage market. Any failure by us to attract, develop, retain, motivate, and maintain good relationships with qualified individuals could adversely affect our business and results of operations.

Adverse changes in global economic conditions and the demand for transportation fuels may impact our business and financial condition in ways that we currently cannot predict.

A recession or prolonged economic downturn would adversely affect the business and economic environment in which we operate. These conditions increase the risks associated with the creditworthiness of our suppliers, customers, and business partners. The consequences of such adverse effects could include interruptions or delays in our suppliers’ performance of our contracts, reductions and delays in customer purchases, delays in or the inability of customers to obtain financing to purchase our products, and bankruptcy of customers. Any of these events may adversely affect our financial condition, cash flows, and profitability.

The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Securities Act, the listing requirements of the OTC Markets and other applicable securities rules and regulations. Complying with these rules and regulations has increased our legal and financial compliance costs, made some activities more difficult, time consuming or costly, and increased demand on our systems and resources, including management. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results, and that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may also need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

By disclosing information in this prospectus and in other filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business.

Risks Related to SPAC and the Business Combination

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection refer to SPAC.

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the State of Delaware that has conducted no operations and has generated no revenues to date. Until we complete our Business Combination, we will have no operations and will generate no operating revenues. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our Business Combination. If we fail to complete our Business Combination, we will never generate any operating revenues.

We have identified a material weakness in our disclosure controls and procedures and internal control over financial reporting.

In connection with the evaluation of the effectiveness of the design and operations of our disclosure controls and procedures as of March 31, 2024, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis.

The material weakness identified relates to Integrated Rail’s inadvertent underpayment to the redeeming shareholders of $395,138 (or approximately $0.09 per share), in connection with the vote on the third extension amendment proposal at the special meeting in lieu of an annual meeting of stockholders of the Integrated Rail, held on February 12, 2024. This material weakness did not result in a material misstatement to our consolidated financial statements included herein.

While we already have processes in place to ensure that our periodic reports satisfy the applicable reporting and compliance requirements, we will continue to enhance and invest in accounting resources and processes necessary to comply with the reporting and compliance requirements of a public company and include a greater level of supervision as needed in relation to our disclosure controls and procedures.

During the documenting and testing of our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets and negatively impact our ability to consummate a business combination. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to delisting, regulatory investigations and civil or criminal sanctions.

If we seek stockholder approval of our initial Business Combination, our initial stockholders have agreed to vote in favor of such initial Business Combination, regardless of how our SPAC Public Stockholders vote. In addition, the anchor investors have agreed to vote any founder shares in favor of such initial Business Combination, regardless of how our SPAC Public Stockholders vote.

Pursuant to the terms of a letter agreement entered into with us, our Sponsor, officers and directors have agreed to vote their founder shares, as well as any SPAC Public Shares purchased during or after the November 16, 2021 closing (including in open market and privately negotiated transactions), and our anchor investors have agreed to vote

any founder shares held by them, in favor of our initial Business Combination. As a result, in addition to our initial stockholders’ founder shares, we would need none of the 1,915,386 shares of SPAC Class A Common Stock sold after November 16, 2021 to be voted in favor of an initial business combination (assuming all outstanding shares are voted and our Sponsor, officers and directors do not purchase any SPAC Public Shares) in order to have our initial Business Combination approved. Our Sponsor, officers, directors, and anchor investors own all of the shares of the SPAC Class B Common Stock, which represented 20% of our outstanding shares of SPAC Common Stock immediately following the November 16, 2021 closing and the private placement and represents approximately 55% of our outstanding shares of SPAC Common Stock as of November 12, 2024 as a result of redemptions in relation to our February 2024 and earlier stockholder meeting. Accordingly, if we seek stockholder approval of our initial Business Combination, the agreement by our initial stockholders to vote in favor of our initial Business Combination, and the agreement by the anchor investors to vote any founder shares held by them, will increase the likelihood that we will receive the requisite stockholder approval for such initial Business Combination. Because the anchor investors purchased all of the units that they expressed an interest in purchasing, if they hold all such units until prior to consummation of our initial Business Combination and vote their SPAC Public Shares in favor of our initial Business Combination, then in addition to the founder shares, no affirmative votes from other SPAC Public Stockholders would be required to approve our initial Business Combination. The anchor investors are not required to vote any of their SPAC Public Shares in favor of our initial Business Combination or for or against any other matter presented for a stockholder vote. Because the anchor investors purchased all of the units for which they expressed an interest, the substantial majority of units sold are held by the anchor investors. The anchor investors may have different interests than our other SPAC Public Stockholders since their investments in the founder shares will generally be worthless if we do not consummate an initial business combination within the completion window. Because the anchor investors can purchase founder shares for the same nominal purchase price paid for such shares by our Sponsor, the anchor investors will also have the potential to realize enhanced economic returns from their investment in us in comparison to our other SPAC Public Stockholders who are not purchasing founder shares from our Sponsor. Accordingly, the anchor investors may be more likely to favor any proposed initial business combination transaction even if our other SPAC Public Stockholders do not favor the transaction.

Participation by our anchor investors reduced the public float for our shares.

Twelve anchor investors each purchased up to either 1,880,000, 1,500,000, or 980,000 units in our IPO at the offering price. Because each of the anchor investors purchased all of the units for which they expressed an interest, approximately 86.96% of the units sold in the IPO (including the shares sold pursuant to the underwriters’ exercise of the over-allotment option) were purchased by the anchor investors immediately following IPO, and such purchases have reduced the available public float for our securities. Such reduction in our available public float may consequently reduce the trading volume, volatility and liquidity of our securities relative to what they would have been had such units been purchased by public investors and could adversely impact our ability to get our securities listed on Nasdaq or other stock exchange. The anchor investors are not required to hold any units, SPAC Class A Common Stock or SPAC Warrants they purchased in the IPO or thereafter for any amount of time. Accordingly, the anchor investors may sell any, or up to all, of the units, SPAC Class A Common Stock or SPAC Warrants they purchased in the IPO or thereafter at any time. The sale of material amounts of units, SPAC Class A Common Stock or SPAC Warrants, or the perception that such sales may occur, could reduce the market prices of those securities and may encourage short sales. Based on the amounts purchased at the time of our IPO, not all of the anchor investors were required to file Schedule 13Gs to report their beneficial ownership, so we do not know if all of the anchor investors continue to hold all of the shares they purchased in the IPO. Based on Schedule 13Gs filed by the Sponsor and certain of the anchor investors, as of the dates reflected in such Schedule 13Gs, our Sponsor and the anchor investors continued to hold (in the aggregate) approximately 55% of our outstanding shares of SPAC Common Stock.

The Business Combination may not be consummated timely, and SPAC Public Stockholders may be forced to wait more than 36 months (if SPAC has extended the period of time) before receiving distributions from the Trust Account.

The SPAC Certificate of Incorporation initially provided that SPAC had until 12 months from November 16, 2021, the closing of its IPO, to consummate the Business Combination. Additionally, SPAC had the right to extend the period of time to consummate the Business Combination up to two times by an additional three months each time for a total of up to 18 months. SPAC used the first of these two extensions to extend the period of time to consummate a Business Combination to February 15, 2023.

On February 8, 2023, SPAC held a special meeting of its stockholders, and the SPAC Stockholders approved (i) a proposal to amend SPAC’s amended and restated certificate of incorporation in order to extend the date by which SPAC must consummate an initial business combination from February 15, 2023 to March 15, 2023, and to also allow SPAC, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to five (5) times by an additional one (1) month each time after March 15, 2023 through August 15, 2023, and (ii) a proposal to amend SPAC’s investment management trust agreement, dated November 11, 2021, by and between SPAC and Equiniti Trust Company, LLC (“Equiniti”), to require Equiniti to commence liquidation of the Trust Account established in connection with SPAC’s initial public offering in the event that a termination letter has not been received by Equiniti by August 15, 2023, and SPAC has not completed the Business Combination as of August 15, 2023.

On August 8, 2023, SPAC held a special meeting of its stockholders (the “Second Extension Meeting”), and the SPAC Stockholders approved (i) a proposal to amend SPAC’s amended and restated certificate of incorporation in order to extend the date by which SPAC must consummate an initial business combination from August 15, 2023 to September 15, 2023, and to allow SPAC, without another stockholder vote, to further extend such date to consummate an initial business combination on a monthly basis up to five (5) times by an additional one (1) month each time after September 15, 2023 through February 15, 2024, (ii) a proposal to re-elect two directors to the SPAC Board, with each director to serve as Class I directors until the third annual meeting of stockholders following the Second Extension Meeting or until his or her successor is elected and qualified, and (iii) a proposal to ratify the selection by SPAC’s audit committee of Marcum LLP to serve as SPAC’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

On February 12, 2024, SPAC held a special meeting of its stockholders (the “Third Extension Meeting”), and the SPAC Stockholders approved (i) a proposal to amend SPAC’s amended and restated certificate of incorporation in order to extend the date by which SPAC must consummate an initial business combination from February 15, 2024 to March 15, 2024, and to allow SPAC, without another stockholder vote, to further extend such date to consummate an initial business combination on a monthly basis up to eight (8) times by an additional one (1) month each time after March 15, 2024 through November 15, 2024, (ii) a proposal to re-elect one director to the SPAC Board as a Class II director until the third annual meeting of stockholders following the Third Extension Meeting or until his or her successor is elected and qualified, and (iii) a proposal to ratify the selection of SPAC’s audit committee of Marcum LLP to serve as SPAC’s registered public accounting firm for the fiscal year ending December 31, 2024.

Except in connection with a stockholder vote to approve an extension of the time period in which a business combination may be completed, SPAC has no obligation to return funds to investors prior to such date unless it consummates the Business Combination prior thereto and only then in cases where investors have sought to convert their shares. Only after the expiration of this full time period will holders of SPAC Common Stock be entitled to distributions from the Trust Account if it is unable to complete the Business Combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, public security holders may be forced to sell their public shares, potentially at a loss.

There is substantial doubt about our ability continue as a going concern.

As of June 30, 2024, we had $1,126 in cash and a working capital deficit of $11,187,734. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We cannot assure you that our plans to consummate the Business Combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from our inability to continue as a going concern.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for SPAC to effectuate an initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that SPAC evaluate and report on SPAC’s system of internal controls beginning with its Annual Report on Form 10-K for the year ending December 31, 2023. Only in the event SPAC is deemed to be a large-accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will SPAC be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as SPAC remains an emerging growth

company, SPAC will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. The fact that SPAC is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on SPAC as compared to other public companies because a target company with which SPAC seek to complete its initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Since the Sponsor and SPAC’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of the SPAC Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as SPAC’s initial business combination. Such interests include that the Sponsor will lose its entire investment in SPAC if a business combination is not completed. Accordingly, SPAC’s officers and directors may be incentivized to complete an initial business combination, even on terms less favorable to the SPAC Stockholders than liquidating SPAC.

When you consider the recommendation of the SPAC Board in favor of approval of the Proposals, including the Business Combination Proposal, you should keep in mind that the Sponsor and SPAC’s officers and directors have interests that are different from, or in addition to, those of the SPAC Stockholders and warrant holders generally. The SPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to SPAC Stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. SPAC Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. These interests include, among other things:

•        The SPAC Charter provides that the doctrine of corporate opportunity will not apply with respect to SPAC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the SPAC Charter or in the future, and SPAC renounces any expectancy that any of the directors or officers of SPAC will offer any such corporate opportunity of which he or she may become aware to SPAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of SPAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of SPAC and (i) such opportunity is one SPAC is legally and contractually permitted to undertake and would otherwise be reasonable for SPAC to pursue and (ii) the director or officer is permitted to refer that opportunity to SPAC without violating any legal obligation;

•        unless SPAC consummates an initial business combination, SPAC’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of SPAC to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        the SPAC Private Warrants purchased by the Sponsor for $9,400,000 will be worthless if an initial business combination is not consummated;

•        the Sponsor has agreed that the SPAC Private Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after SPAC has completed a business combination, subject to limited exceptions;

•        the fact that Sponsor originally paid $25,000 or approximately $0.003 per share for the Sponsor Founder Shares (of which it currently holds 4,234,840), which such Sponsor Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $46,667,937, based on the last available sale price of SPAC Class A Common Stock as of November 8, 2024, and that such shares will be worthless if the Business Combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if SPAC Public Stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that if the Business Combination or another initial business combination is not consummated by the Final Redemption Date, SPAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding SPAC Class A Common Stock for cash and liquidating. In such event, the SPAC Common Stock held by the Sponsor and SPAC’s directors and officers, which were

acquired for an aggregate purchase price of approximately $25,000 prior to the initial public offering, would be worthless because the Sponsor and the SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any SPAC Common Stock (other than public shares) held by them if SPAC fails to complete an initial business combination by the Final Redemption Date. Such shares had an aggregate market value of approximately $46,667,937, based upon the last available sale price of $11.02 per share on the OTC Markets as of November 8, 2024. As a result of waiving liquidating distributions, if SPAC fails to complete an initial business combination by the Final Redemption Date, the Sponsor would lose $9,400,000 for the purchase of the SPAC Private Warrants, and $25,000 for the purchase of the Founder Shares;

•        the fact that Sponsor has agreed, for no consideration, not to redeem any of the Sponsor Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if SPAC does not complete an initial business combination by November 15, 2024 (or a later date approved by SPAC Stockholders pursuant to the SPAC Charter), the proceeds from the sale of the SPAC Private Warrants of $9,400,000, will be included in the liquidating distribution to SPAC Public Stockholders and the SPAC Private Warrants will expire worthless;

•        the Sponsor has agreed that it will be liable to SPAC if and to the extent any claims by a third party for services rendered or products sold to SPAC, or a prospective target business with which SPAC has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per SPAC Class A Common Stock and (ii) the actual amount per SPAC Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        the fact that the Sponsor has made outstanding loans to SPAC in the aggregate amount of $6.43 million as of October 15, 2024, which amount the Sponsor will lose to the extent that SPAC is unable to repay such loans if the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed;

•        the fact that, in connection with various extensions of the deadline by which SPAC must complete an initial business combination, the Sponsor has deposited an aggregate of $3.31 million into the Trust Account, as of October 15, 2024, in exchange for non-interest bearing, unsecured promissory notes issued by SPAC to the Sponsor that will not be repaid in the event that SPAC is unable to close a business combination unless there are funds available outside the Trust Account to do so;

•        the fact that if SPAC is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $15,878,935, composed of (i) $25,000, representing the aggregate purchase price paid for the SPAC Class B Common Stock, (ii) $9,400,000, representing the aggregate purchase price paid for SPAC Private Warrants, (iii) $60,000 of unpaid expenses incurred by the Sponsor and SPAC’s officers and directors and their affiliates in connection with the administrative services agreement as of the date hereof, (iv) $950,710, representing the outstanding loans to SPAC made by the Sponsor as of October 15, 2024, and (v) $5,443,225, representing the funds that the Sponsor has deposited into the Trust Account, as of October 15, 2024, in connection with various extensions of the deadline by which SPAC must complete an initial business combination;

•        the fact that SPAC’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

•        the fact that Ronald C. Copley and Jason C. Reeves, current directors of SPAC, will join the Holdings Board upon completion of the Business Combination.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SPAC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination Proposal — Interests of the Sponsor and SPAC’s Directors, Officers and Affiliates in the Business Combination” for a discussion of these considerations.

The financial and personal interests of the Sponsor and SPAC’s officers and directors may have influenced their motivation in identifying and selecting the Company as a business combination target, completing an initial business combination with the Company and influencing the operation of the business following the initial business combination. In considering the recommendations of the SPAC Board to vote for the Proposals, its stockholders should consider these interests. The existence of the interests described above may result in a conflict of interest on the part of SPAC’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize SPAC’s officers and directors to complete an initial business combination, even if on terms less favorable to the SPAC Stockholders compared to liquidating SPAC, because, among other things, if SPAC is liquidated without completing an initial business combination, the Sponsor Founder Shares would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $46,667,937, based on the last available sale price of SPAC Class A Common Stock as of November 8, 2024), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to SPAC would not be repaid to the extent such amounts exceed cash held by SPAC outside of the Trust Account (which such expenses and loans, as of June 30, 2024, amounted to $6.31 million).

Since our Sponsor, officers and directors, and the anchor investors will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to any SPAC Public Shares they acquired), and because our Sponsor, officers and directors and the anchor investors who have an interest in founder shares may profit substantially even under circumstances where our SPAC Public Stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial Business Combination. In addition, since our Sponsor paid only approximately $0.004 per share for the founder shares, certain of our officers and directors and the anchor investors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

In March 2021, our Sponsor paid us $25,000, or approximately $0.003 per share, to cover certain of our formation and operating expenses in consideration for 7,906,250 founder shares. In September 2021, our Sponsor forfeited 2,156,250 founder shares, resulting in our Sponsor holding 5,750,000 founder shares, for which it paid approximately $0.004 per share on a post-forfeiture basis. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after the IPO. The founder shares will be worthless if we do not complete an initial Business Combination. Additionally, each of the anchor investors entered into an agreement with our Sponsor and certain of its members pursuant to which, subject to the conditions set forth therein, each such investor purchased up to either 142,425, 113,637, or 74,243, depending on such investors’ percentage investment, founder shares upon closing of our IPO on November 16, 2021. Our Sponsor accordingly cancelled an aggregate of 1,515,160 founder shares, which were reissued by us to our anchor investors in the IPO. As a result of the founder shares that our anchor investors may hold, they may have different interests with respect to a vote on an initial Business Combination than other SPAC Public Stockholders. In addition, our Sponsor purchased an aggregate of 9,400,000 SPAC Private Warrants, each exercisable for one share of our SPAC Class A Common Stock at $11.50 per share, for a purchase price of $9,400,000, or $1.00 per warrant, that will also be worthless if we do not complete an initial Business Combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial Business Combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial Business Combination. In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial Business Combination.

There are risks to the SPAC Stockholders who are not affiliates of the Sponsor of becoming shareholders of Holdings through the Business Combination rather than acquiring securities of the Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Holdings Common Stock and Holdings Public Warrants in connection therewith, investors will not receive the benefit of any outside independent review of SPAC’s and the Company’s respective finances and operations.

Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, the SPAC Stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. Although SPAC performed a due diligence review and investigation of the Company in connection with the Business Combination, SPAC has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in Holdings because it may not have uncovered facts that would be important to a potential investor.

In addition, because Holdings will not become a public reporting company by means of a traditional underwritten initial public offering, securities or industry analysts may not provide, or may be less likely to provide, coverage of Holdings. Investment banks may also be less likely to agree to underwriter securities offerings on behalf of Holdings than they might if Holdings became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with Holdings as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Holdings Common Stock could have an adverse effect on Holdings’ ability to develop a liquid market for Holdings Common Stock.

The unaudited pro forma financial information included herein may not be indicative of what Holdings’ actual financial position or results of operations would have been.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of Holdings’ results if the Business Combination is completed.

SPAC and the Company currently operate as separate companies and have had no prior history as a combined entity, and the Company’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Company. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from SPAC’s and the Company’s historical financial statements and certain adjustments and assumptions have been made regarding the Company after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of Holdings.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Company’s financial condition or results of operations following the Closing. Any potential decline in the Company’s financial condition or results of operations may cause significant variations in the stock price of Holdings.

We may not be able to complete our initial Business Combination within the prescribed time frame set forth in our SPAC Charter, in which case we would cease all operations except for the purpose of winding up and we would redeem our SPAC Public Shares and liquidate, in which case our SPAC Public Stockholders may only receive approximately $11.02 per share, as of November 8, 2024, or less than such amount in certain circumstances, and our SPAC Warrants will expire worthless.

Our SPAC Charter provides that we must complete our initial Business Combination by the Deadline Date. We may not be able to find a suitable target business and complete our initial Business Combination within such time period. If we have not completed our initial Business Combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the SPAC Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding SPAC Public Shares, which redemption will completely extinguish SPAC Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our SPAC Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our SPAC Public Stockholders may only receive $10.10 per share, and our SPAC Warrants will expire worthless. In certain circumstances, our public stockholders may receive less than approximately $11.02 per share on the redemption of their shares. See “If third parties bring claims against SPAC, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10.”

Warrants will become exercisable for Holdings Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding SPAC Public Warrants to purchase an aggregate of 11,500,000 shares of Holdings Common Stock will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the consummation of our IPO. Each whole warrant will entitle the holder thereof to purchase one share of Holdings Common Stock at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of shares of Holdings Common Stock. To the extent such warrants are exercised, additional shares of Holdings Common Stock will be issued, which will result in dilution to the then existing holders of Holdings Common Stock and an increase in the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Holdings Common Stock.

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.

Past performance by our management team and its affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial Business Combination. Our SPAC Stockholders should not rely on the historical record of our management team or their affiliates’ performance as indicative of our future performance of an investment in SPAC or the returns SPAC will, or is likely to, generate going forward. Additionally, in the course of their respective careers, members of our management team and their affiliates have been involved in businesses and transactions that were not successful.

There can be no assurance that Holdings will be able to be approved for listing on either Nasdaq or the NYSE, or comply with the continued listing standards of Nasdaq or the NYSE.

Holdings’ eligibility for listing after the Business Combination may depend on the number of shares of SPAC Class A Common Stock that are redeemed. If Holdings is unable to have its securities listed on Nasdaq or the NYSE, SPAC and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Holdings Common Stock that are received in exchange for their shares of SPAC Class A Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability of Holdings to issue additional securities or obtain additional financing in the future.

On March 11, 2024, the NYSE suspended trading of our securities on the NYSE and commenced proceedings to delist our securities from trading on its exchange and on March 26, 2024 our securities were delisted from the NYSE, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

On March 11, 2024, we received correspondence from the staff of the NYSE indicating that the staff had determined to commence proceedings to delist our securities pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. Trading of our securities on the NYSE was suspended immediately and on March 26, 2024 our securities were delisted from the NYSE. Effective as of March 12, 2024, our securities may be quoted and traded on the OTC Markets under the ticker symbols “IRRX,” “IRRXU,” and “IRRXW,” respectively.

The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any business combination the Company may seek to consummate. However, we cannot assure our stockholders that our securities will be listed on Nasdaq or other stock exchange in the future or prior to our initial business combination. In order to list our securities on a stock exchange prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In addition, we must maintain a minimum number of holders of our securities. If we are able to list our securities on an exchange prior to an initial business combination, in connection with our initial business combination, we will be required to demonstrate compliance with such applicable stock exchange’s initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to maintain the listing of our securities on the exchange. We cannot assure our stockholders that we will be able to meet those initial listing requirements at that time. A reduction in our available public float may consequently reduce the trading volume, volatility and liquidity of our securities relative to what they would have been had such units been purchased by public investors.

Our securities are currently quoted on the over-the-counter market. As a result, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our securities are no longer listed on the NYSE, our securities are no longer deemed to be covered securities. Federal statute allows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, the states can regulate or bar the sale of securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Since our securities are no longer listed on the NYSE, our securities are not covered securities and we are subject to regulation in each state in which we offer our securities, including in connection with our initial business combination if are securities are not listed on an exchange prior to an initial business combination.

The exercise of the SPAC Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including Closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the SPAC Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require SPAC to agree to amend the Merger Agreement, to consent to certain actions taken by the Company or to waive rights that SPAC is entitled to under the Merger Agreement, including those related to Closing conditions. Such events could arise because of changes in the course of the Company’s business or a request by SPAC to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on the Company’s business and would entitle SPAC to terminate the Merger Agreement. In any of such circumstances, it would be at SPAC’s discretion, acting through the SPAC Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for SPAC and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, SPAC does not believe there will be any changes or waivers that the SPAC Board would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, SPAC will circulate a new or amended proxy statement/prospectus and resolicit SPAC Stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

While SPAC and the Company work to complete the Business Combination, the Company’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources of the Company. The diversion of management’s attention and any difficulties encountered in the transition process could harm the Company’s business, financial condition, results of operations and prospects and Holdings’ following the Business Combination. In addition, uncertainty about the effect of the Business Combination on the Company’s employees, consultants, customers, suppliers, partners, and other third parties, including regulators, may have an adverse effect on Holdings following the Business Combination. These uncertainties may impair Holdings’ ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•        default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•        our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•        our inability to pay dividends on our SPAC Common Stock;

•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our SPAC Common Stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

•        limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

•        limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

•        other disadvantages compared to our competitors who have less debt.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination, and results of operations.

We may only be able to complete one business combination with the proceeds from our IPO and the SPAC Private Placements, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

Following the redemptions relating to SPAC’s special meeting on February 12, 2024, and the subsequent extensions, as of November 9, 2024, approximately $22,665,340 was available in the Trust Account to complete our initial Business Combination and pay related fees and expenses (which includes up to $8,050,000 for the payment of deferred underwriting commissions).

We may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial Business Combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:

•        solely dependent upon the performance of a single business, property or asset, or

•        dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.

We may attempt to complete our Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Business Combination with some prospective target businesses.

The federal proxy rules require that the proxy statement with respect to the vote on a business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our Business Combination within the prescribed time frame.

Financial projections with respect to the Company may not prove to be reflective of actual financial results.

In connection with the Business Combination, the SPAC Board considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of the Company, the key elements of which are set forth in the section titled “The Business Combination Proposal — SPAC Board’s Reasons for the Approval of the Business Combination.” The Company does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Company. There can be no assurance that Holdings’ financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of the Holdings Common Stock or the business, financial condition and results of operations of Holdings following the Closing.

The Merger Agreement contains a minimum cash requirement for SPAC. This requirement may make it more difficult for SPAC to complete the Business Combination as contemplated.

The Merger Agreement provides that the Company’s obligation to consummate the Business Combination is conditioned on, among other things, a minimum cash requirement, which requires that, as of immediately prior to the Closing, an aggregate amount equal to (without duplication) (i) the Trust Cash, plus (ii) the net proceeds raised by Company, SPAC and/or Holdings in any Financing, plus (iii) an amount of cash sufficient to operate the Surviving Company for twelve (12) months post-Closing (collectively, the “Available Closing Date Cash”), which amount shall not be less than $44,000,000.

If such condition is not met, and such condition is not or cannot be waived by the parties to the Merger Agreement, then the Merger Agreement could terminate, and the proposed Business Combination may not be consummated.

If such condition is waived and the Business Combination is consummated, the cash held by Holdings and its subsidiaries in the aggregate, after the Closing may not be sufficient to allow them to operate and pay their expenses and liabilities as they become due. Furthermore, Holdings’ affiliates are not obligated to make loans to it or invest in it in the future after the Business Combination. The additional exercise of redemption rights with respect to a large

number of SPAC Public Stockholders may make Holdings unable to take such actions as may be desirable in order to optimize its capital structure after the Closing and it may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing.

SPAC, Holdings and/or the Company may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity (including the sale of shares pursuant to additional PIPE subscriptions), the proceeds of which would be used to repay amounts outstanding under existing Company indebtedness at Closing or for other purposes (including, in the case of SPAC, to satisfy the Available Closing Date Cash amount required to consummate the Business Combination). Such additional third-party financing may not be available to SPAC, Holdings and/or the Company. Even if such third-party financing is available, the ability of SPAC, Holdings or the Company to obtain such financing is subject to restrictions set forth in the Merger Agreement, including the consent of the other party.

Furthermore, raising such additional financing may result in the incurrence of indebtedness at higher than desirable levels, or such terms may not be as attractive as those under the Company’s existing indebtedness.

If we seek stockholder approval of our Business Combination, our Sponsor, Initial Stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares of SPAC Class A Common Stock or SPAC Public Warrants from SPAC Stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our SPAC Class A Common Stock.

If we seek stockholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, Initial Stockholders, directors, executive officers, advisors or their affiliates may purchase SPAC Public Shares or SPAC Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. There is no limit on the number of shares our Initial Stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and exchange rules. Additionally, at any time or prior to our Business Combination, subject to applicable securities laws (including with respect to material non-public information), our Initial Stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire SPAC Public Shares, vote their SPAC Public Shares in favor of our Business Combination, or not redeem their SPAC Public Shares at all. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase SPAC Public Shares or SPAC Public Warrants in such transactions. Such purchases may include a contractual acknowledgment that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

If our Sponsor, Initial Stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from SPAC Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of SPAC Public Warrants could be to reduce the number of SPAC Public Warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our Business Combination. Any such purchases of our securities may result in the completion of our Business Combination that may not otherwise have been possible. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our SPAC Class A Common Stock, SPAC Public Rights, or SPAC Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

SPAC cannot be certain as to the number of SPAC Public Shares that will be redeemed and the potential impact to SPAC Stockholders who do not elect to redeem their SPAC Public Shares.

There is no guarantee that a SPAC Stockholder’s decision whether to redeem its shares of SPAC Class A Common Stock for a pro rata portion of the Trust Account will put the SPAC Stockholder in a better future economic position. SPAC can give no assurance as to the price at which a SPAC Stockholder may be able to sell its Holdings Common Stock in the future following the Closing or its shares of SPAC Class A Common Stock following any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of SPAC Public Shares may cause an increase or decrease in the share price of SPAC or Holdings, as applicable, and may result in a lower value realized now than a SPAC Stockholder might realize in the future had the SPAC Stockholder not redeemed its SPAC Public Shares. Similarly, if a SPAC Stockholder does not redeem its SPAC Public Shares, the SPAC Stockholder will bear the risk of ownership of the SPAC Public Shares or Holdings Common Stock, as applicable, after the consummation of any initial business combination, and there can be no assurance that a SPAC Stockholder can sell its shares in the future for a greater amount than the redemption price for SPAC Public Shares. A SPAC Stockholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

SPAC Stockholders should be aware that while SPAC is unable to predict the price per Holdings Common Stock following the consummation of the Business Combination (and accordingly it is unable to calculate the potential impact of redemptions on the per share market price of SPAC Public Shares owned by non-redeeming SPAC Stockholders), increased levels of redemptions by SPAC Stockholders may be a result of the price per share of SPAC Class A Common Stock falling below the redemption price. We expect that more SPAC Stockholders may elect to redeem their SPAC Public Shares if the share price of the SPAC Class A Common Stock is below the projected redemption price of $[•] per share, and we expect that more SPAC Stockholders may elect not to redeem their SPAC Public Shares if the share price of the SPAC Class A Common Stock is above the projected redemption price of $[•] per share. Each SPAC Public Share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to Holdings from the Trust Account and (ii) an increase in each SPAC Stockholder’s pro rata ownership interest in Holdings following the consummation of the Business Combination. In addition, in the event that more than [•] SPAC Public Shares are redeemed, the Available Closing Date Cash as set forth in the Merger Agreement may not be satisfied, and the Business Combination may not be consummated (although such condition may be waived by the Company).

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate a business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your SPAC Public Shares or SPAC Public Warrants, potentially at a loss.

Our SPAC Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of SPAC Class A Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our SPAC Charter (A) to modify the substance or timing of our obligation to redeem 100% of our SPAC Public Shares if we do not complete our initial Business Combination within the prescribed time frame set forth in our SPAC Charter or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our SPAC Public Shares if we are unable to complete an initial Business Combination

within the prescribed time frame, subject to applicable law. In no other circumstances will a SPAC Public Stockholder have any right or interest of any kind in the Trust Account. Holders of SPAC Warrants will not have any right to the proceeds held in the Trust Account with respect to the SPAC Warrants. Accordingly, to liquidate their investment, our stockholders may be forced to sell their SPAC Public Shares or SPAC Public Warrants, potentially at a loss.

The ability of Holdings management to operate the business successfully following the Closing will be largely dependent upon the efforts of certain key personnel of the Company. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

The ability of Holdings’ management to operate the business successfully following the Closing is dependent upon the efforts of certain key personnel of the Company. Although SPAC expects key personnel to remain with Holdings following the Closing, there can be no assurance that they will do so. It is possible that the Company or Holdings will lose some key personnel, the loss of which could negatively impact the operations and profitability of Holdings. Furthermore, following the Closing, certain of the key personnel of the Company may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause Holdings to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses, if any, with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses, if any, following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the Company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the initial business combination. Additionally, they may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf prior to the consummation of our initial business combination, should they choose to do so. Such negotiations would take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business combination, or as reimbursement for such out-of-pocket expenses. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure our stockholders that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. In addition, pursuant to an agreement with us, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the Sponsor holds any securities covered by the registration and stockholder rights agreement.

We may not hold an annual meeting of stockholders until after the consummation of our Business Combination, which could delay the opportunity for our stockholders to elect directors.

Under Section 211(b) of the DGCL, we are required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL or the rules of any stock exchange on which our securities are listed, which require an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

The grant of registration rights to our initial stockholders and the anchor investors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our SPAC Class A Common Stock.

Pursuant to an agreement, our initial stockholders, the anchor investors and their permitted transferees can demand that we register the SPAC Private Warrants, SPAC Class A Common Stock issuable upon exercise of the founder shares and the SPAC Private Warrants held, or to be held, by them and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the SPAC Class A Common Stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our SPAC Class A Common Stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our SPAC Class A Common Stock that is expected when the securities owned by our initial stockholders, anchor investors or holders of working capital loans, or their respective permitted transferees are registered.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require Holdings, SPAC and/or the Company to incur significant costs and draw the attention of their respective management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect Holdings’ business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the expected timeframe.

The Holdings Common Stock to be received by SPAC Stockholders as a result of the Business Combination will have different rights from shares of SPAC Common Stock.

Following completion of the Business Combination, SPAC Public Stockholders will no longer be SPAC Stockholders but will instead be shareholders of Holdings. There will be important differences between your current rights as a SPAC Stockholder and your rights as a Holdings shareholder. See “Comparison of Corporate Governance and Shareholder Rights” for a discussion of the different rights associated with the securities.

We may issue additional SPAC Common Stock or SPAC Preferred Stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue shares of SPAC Class A Common Stock upon the conversion of the SPAC Class B Common Stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share (“SPAC Preferred Stock”). Immediately after the IPO, there were 77,000,000 and 4,250,000 authorized but unissued shares of SPAC Class A Common Stock and SPAC Class B Common Stock, respectively, available for issuance, which amount does not take into account the shares of SPAC Class A Common Stock reserved for issuance upon exercise of outstanding SPAC Warrants nor the shares of SPAC Class A Common Stock issuable upon conversion of SPAC Class B Common Stock. Immediately after the consummation of the IPO, there were no shares of SPAC Preferred Stock issued and outstanding. Shares of SPAC Class B Common Stock are convertible into shares of our SPAC Class A Common Stock initially at a one-for-one ratio but subject to adjustment, including in certain circumstances in which we issue SPAC Class A Common Stock or equity-linked securities related to our initial Business Combination.

We may issue a substantial number of additional shares of SPAC Common Stock or SPAC Preferred Stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination (although our certificate of incorporation provides that we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity). We may also issue shares of SPAC Class A Common Stock upon conversion of the SPAC Class B Common Stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our certificate of incorporation. However, our certificate of incorporation provides, among other things, that prior to our initial Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of our certificate of incorporation, like all provisions of our certificate of incorporation, may be amended with the approval of our SPAC Stockholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our SPAC Public Shares if we do not complete our initial Business Combination within the prescribed time frame or (B) with respect to any other provision relating to SPAC Stockholders’ rights or pre-initial business combination activity, unless we provide our SPAC Public Stockholders with the opportunity to redeem their shares of SPAC Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding SPAC Public Shares.

The issuance of additional shares of SPAC Common Stock or SPAC Preferred Stock:

•        may significantly dilute the equity interest of investors;

•        may subordinate the rights of holders of SPAC Common Stock if SPAC Preferred Stock is issued with rights senior to those afforded our SPAC Common Stock;

•        could cause a change of control if a substantial number of shares of our SPAC Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

•        may adversely affect prevailing market prices for our SPAC Units, SPAC Class A Common Stock and/or SPAC Warrants.

Provisions in our SPAC Charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our SPAC Class A Common Stock and could entrench management.

Our SPAC Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

In order to effectuate an initial business combination, SPAC and other blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure our SPAC Stockholders that we will not seek to further amend our SPAC Charter or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that our SPAC Stockholders may not support.

In order to effectuate an initial business combination, SPAC and other blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, on February 12, 2024, an amendment to our SPAC Charter (the “Third Extension Amendment Proposal”) was approved by our SPAC Stockholders, and as a result, we extended the Deadline Date through March 15, 2024 and SPAC was granted the right to extend the Deadline Date on a monthly basis up to eight (8) times by an additional one (1) month each time until November 15, 2024. As another example, blank check

companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. To the extent we seek to amend our organizational documents in a way that would be deemed to fundamentally change the nature of any of our securities issued in the IPO, we would register, or seek an exemption from registration for, the affected securities. We cannot assure our SPAC Stockholders that we will not seek to amend our SPAC Charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial Business Combination.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our SPAC Stockholders’ investment in us.

When evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any SPAC Stockholders who choose to remain stockholders following the initial Business Combination could suffer a reduction in the value of their shares. Such SPAC Stockholders are unlikely to have a remedy for such reduction in value.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, Equiniti is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning

of the Investment Company Act. Investment in SPAC is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption of any SPAC Public Shares properly submitted in connection with a stockholder vote to amend our SPAC Charter (A) to modify the substance or timing of our obligation to redeem 100% of our SPAC Public Shares if we do not complete our initial Business Combination within the prescribed time frame set forth in our SPAC Charter or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the prescribed time frame set forth in our SPAC Charter, our return of the funds held in the Trust Account to our SPAC Public Stockholders as part of our redemption of the SPAC Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation. If we are unable to complete our initial Business Combination, our SPAC Public Stockholders may receive only approximately the current value, as of [•], 2024, per share or less on the liquidation of our Trust Account and our SPAC Warrants will expire worthless.

Subsequent to our completion of our Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the Business Combination or thereafter. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received SPAC Public Stockholders may be less than the current value, as of [•], 2024, per share.

The proceeds held in the Trust Account are being invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our SPAC Charter, our SPAC Public Stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by SPAC Public Stockholders may be less than the current value per share. On November 9, 2024, the balance of the Trust Account was approximately $22,665,340.

Unanticipated changes in our effective tax rate or challenges by tax authorities could harm our future results.

We are subject to income taxes in the United States and may become subject to various non-U.S. jurisdictions as well. Our effective tax rate could be adversely affected by changes in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible expenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S. tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. Increases in our effective tax rate would adversely affect our operating results. In addition, we may be subject to income tax audits by various tax jurisdictions throughout the world. The application of tax laws in such jurisdictions may be subject to diverging and sometimes conflicting interpretations by tax authorities in these jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material impact on the results of operations for that period.

If we effect a Business Combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

The laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of SPAC and the Company, (b) effectiveness of the registration statement on Form S-4 filed in connection with the Business Combination, (c) expiration or termination of all waiting periods under the HSR Act, (d) the absence of any order or law enjoining, prohibiting or making illegal the consummation of the Business Combination; (e) receipt of approval for listing on Nasdaq the shares of Holdings Common Stock to be issued in connection with the Business Combination, and (f) other conditions as set forth in the subsection entitled “The Business Combination — Conditions to Closing of the Merger Agreement.” The completion of the Business Combination is not assured and is subject to risks, including the risk that the foregoing conditions are not timely satisfied.

In addition, the parties can mutually decide to terminate the Merger Agreement any time, before or after shareholder approval, or SPAC or the Company may elect to terminate the Merger Agreement in certain other circumstances. For additional information please see the subsection entitled “The Business Combination — Termination.” If the Business Combination is not completed, SPAC could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

•        negative reactions from the financial markets, including declines in the price of the SPAC Class A Common Stock due to the fact that current prices reflect a market assumption that the Business Combination will be completed;

•        the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination; and

•        we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential alternative partners to an initial business combination if we are unable to complete the Business Combination.

We may amend the terms of the SPAC Warrants in a manner that may be adverse to holders of SPAC Public Warrants with the approval by the holders of at least a majority of the then outstanding SPAC Public Warrants. As a result, the exercise price of the stockholders’ warrants could be increased, the exercise period could be shortened and the number of shares of our SPAC Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without their approval.

Our SPAC Public Warrants were issued in registered form under a warrant agreement between Equiniti (formerly known as American Stock Transfer & Trust Company), as warrant agent, and SPAC. The warrant agreement provides that the terms of the SPAC Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the SPAC Public Warrants and the warrant agreement, or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding SPAC Public Warrant to make any change that adversely affects the interests of the registered holders of SPAC Public Warrants. Accordingly, we may amend the terms of the SPAC Public Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding SPAC Public Warrants approve of such amendment. Although our ability to amend the terms of the SPAC Public Warrants with the consent of at least a majority of the then outstanding SPAC Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our SPAC Class A Common Stock purchasable upon exercise of a SPAC Warrant.

SPAC may redeem your unexpired SPAC Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your SPAC Public Warrants worthless.

We have the ability to redeem outstanding SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per SPAC Public Warrant, provided that the last reported sales price of our SPAC Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the SPAC Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of SPAC Class A Common Stock upon exercise of the SPAC Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of SPAC Class A Common Stock under the blue sky laws of the state of residence in those states in which the SPAC Public Warrants were offered by us. Redemption of the outstanding SPAC Public Warrants could force our stockholders (i) to exercise their SPAC Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for our stockholders to do so, (ii) to sell their SPAC Public Warrants at the then-current market price when our stockholders might otherwise wish to hold their SPAC Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding SPAC Public Warrants are called for redemption, is likely to be substantially less than the market value of their SPAC Public Warrants. None of the SPAC Private Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Holdings, its business, or its market, or if they change their recommendations regarding Holdings’ securities adversely, the price and trading volume of Holdings’ securities could decline.

The trading market for Holdings’ securities will be influenced by the research and reports that industry or securities analysts may publish about Holdings, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on Holdings. If no securities or industry analysts commence coverage of Holdings, Holdings’ share price and trading volume would likely be negatively impacted. If any of the analysts who may cover Holdings change their recommendation regarding Holdings Common Stock adversely, or provide more

favorable relative recommendations about Holdings’ competitors, the price of shares of Holdings Common Stock would likely decline. If any analyst who may cover Holdings were to cease coverage of Holdings or fail to regularly publish reports on it, Holdings could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

Risks Related to Redemptions

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection refer to SPAC.

If a SPAC Stockholder fails to receive notice of our offer to redeem our SPAC Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our SPAC Public Shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem SPAC Public Shares. For example, we may require our SPAC Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial Business Combination with which a substantial majority of our stockholders do not agree.

Our SPAC Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem our SPAC Public Shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. As a result, we may be able to complete our initial Business Combination even though a substantial majority of our SPAC Public Stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of SPAC Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares, all shares of SPAC Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

If we are unable to consummate our initial Business Combination, SPAC Public Stockholders may be forced to wait until after the Deadline Date before redemption from the Trust Account.

If we are unable to consummate our initial Business Combination by the Deadline Date, we will distribute the aggregate amount then on deposit in the Trust Account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to SPAC Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of SPAC Public Stockholders from the Trust Account shall be affected automatically by function of our SPAC Charter prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to the SPAC Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions

of Delaware Law. In that case, investors may be forced to wait beyond the Deadline Date, before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial Business Combination prior thereto and only then in cases where investors have sought to redeem their SPAC Public Shares. Only upon our redemption or any liquidation will SPAC Public Stockholders be entitled to distributions if we are unable to complete our initial Business Combination.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the issued and outstanding shares of SPAC Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding shares of SPAC Class A Common Stock.

The SPAC Charter provides that a SPAC Public Stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares of SPAC Class A Common Stock sold in the IPO without SPAC’s prior written consent. The inability of a stockholder to redeem an aggregate of more than 15% of the shares of SPAC Class A Common Stock sold in the IPO will reduce its influence over SPAC’s ability to consummate its initial Business Combination and such stockholder could suffer a material loss on its investment in SPAC if it sells such excess shares in open market transactions.

If third parties bring claims against SPAC, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our SPAC Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our SPAC Public Shares, if we are unable to complete our initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by SPAC Public Stockholders could be less than the $10.10 per share initially placed in the Trust Account or the current value per share currently held in the Trust Account as of [•], 2024, due to claims of such creditors. Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters against certain

liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of SPAC. Therefore, it is unlikely that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The SPAC Board may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the SPAC Public Stockholders.

If the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per share and (ii) the actual amount per SPAC Public Share held in the Trust Account as of the date of the liquidation of the Trust Account is less than $10.10 per SPAC Public Share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While SPAC currently expects that its independent directors would take legal action on SPAC’s behalf against the Sponsor to enforce its indemnification obligations to SPAC, it is possible that SPAC’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If SPAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the SPAC Public Stockholders may be reduced below $10.10 per share.

SPAC Stockholders may be held liable for claims by third parties against SPAC to the extent of distributions received by them upon redemption of their SPAC Public Shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our SPAC Public Stockholders upon the redemption of our SPAC Public Shares in the event we do not complete our initial business combination within the prescribed time frame set forth in our certificate of incorporation may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our SPAC Public Shares as soon as reasonably possible following the end of the period of time to consummate a business combination (which is currently up to November 15, 2024) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure our stockholders that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our SPAC Public Stockholders upon the redemption of our SPAC Public Shares in the event we do not complete our initial business combination within the prescribed time frame set forth in our certificate of incorporation is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially

due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its SPAC Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of SPAC might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the SPAC Public Shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our SPAC Common Stock after December 31, 2022.

Under the Inflation Reduction Act of 2022 (the “IRA”), adding Section 4501 to the Internal Revenue Code (the “Code”), a domestic corporation whose stock is traded on an established securities market (a “covered corporation” under the IRA) is subject to an excise tax of 1% on repurchases (redemptions) of its stock after December 31, 2022 (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the OTC Markets, which is an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise, we expect to be treated as a “covered corporation” within the meaning of the IRA.

The IRA became law on August 16, 2022. On December 27, 2022, the Internal Revenue Service published Notice 2023-2, providing “Initial Guidance” regarding the application of the Excise Tax on repurchases of corporate stock under Section 4501. Under these authorities we expect the Excise Tax to be imposed on the fair market value of stock repurchased by us. Under a “netting rule,” the fair market value of stock repurchased by us may be reduced by the fair market value of securities issued by us in the same taxable year, with the 1% Excise Tax then imposed on the excess, if any, of the value of redemptions over the value of issuances. Because Holdings, and not SPAC, will be issuing securities in connection with the Business Combination, however, such issuances are not expected to qualify to reduce the amount of the Excise Tax.

On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations. The Excise Tax will apply to any redemptions of our public shares after December 31, 2022, including in connection with the Business Combination, as well as redemptions made in connection with the extensions approved by our stockholders at the special meetings held on February 8, 2023, August 8, 2023 and February 12, 2024. The Excise Tax would be payable by us, and not by the redeeming holder. The application of the Excise Tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount that our Public Stockholders would otherwise be entitled to receive.

UNAUDITED PRO FORMA CONDENSED Financial statements

Defined terms included below have the same meaning as terms defined and included elsewhere in this Prospectus, unless defined below.

Introduction

The following unaudited pro forma condensed financial information of Integrated Rail presents the historical financial information of Integrated Rail, adjusted to give effect for the Asset Purchase from TSII. The following unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X.