As filed with the Securities and Exchange Commission on May 27, 2025

Registration Statement No: 333-283188

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

__________________________________________

Amendment No. 8

to

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

__________________________________________

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

__________________________________________

For co-registrants, see “Table of Co-Registrants” on the following page.

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 office)

__________________________________________

Brian M. Feldott
c/o Integrated Rail & Resources Inc.
400 W. Morse Boulevard, Suite 220
Winter Park, FL 32789
(321) 972-1583
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

__________________________________________

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 and Co-Registrant hereby amend 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.

____________

*          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.

•        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 (as defined in the Merger Agreement).

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 (“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 (as defined in the Merger Agreement).

•        SPAC Warrants:    At the Effective Time, and pursuant to the SPAC Warrant Agreement, as amended by the Warrant Amendment (as defined in the Merger Agreement), 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 million. Additionally, the Company Merger Consideration shall be an amount in cash equal to (a) an Enterprise Value of $20 million, minus the Company Common Stock Consideration Amount of $8 million, minus (b) the Closing Company Indebtedness (as defined in the Merger Agreement). 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 (an “Anticipated Financing”). SPAC has not received any firm indications of interest or executed any funding agreements to consummate the Anticipated Financing. SPAC expects to execute such customary agreements prior to Closing. “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 established in connection with our IPO (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 Anticipated Financing, including, for the avoidance of doubt, any Anticipated Financing obtained on or prior to the Closing Date, plus (iii) an amount of cash sufficient to operate Surviving Company for twelve (12) months post-Closing. Any Available Closing Date Cash shall be used to fund the Company Merger Cash Consideration, fund capital expenditures of Surviving Company, repayment of approximately $6.05 million of Indebtedness (as defined in the Merger Agreement) 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 (as defined below) 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.

SPAC retained Stout Risius Ross, LLC (“Stout”) to provide a fairness opinion in connection with the Business Combination prior to the Closing. Stout is a global advisory firm specializing in corporate finance, accounting and transaction advisory, valuation, financial disputes, claims, and investigations. Stout, as part of its business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private capital raising, corporate and other purposes. SPAC selected Stout to act as an advisor in connection with the Business Combination on the basis of Stout’s experience in similar transactions and its reputation in the investment community.

It is anticipated that, upon completion of the Business Combination, (i) 12,075,311 Holdings Common Stock (inclusive of the conversion of SPAC Common Stock into Holdings Common Stock) will be issued, assuming no additional SPAC Class A Common Stock are redeemed in connection with the Business Combination, 355,000 shares are issued under the October 2024 Convertible Note (as defined below) terms at closing and the Anticipated Financing is funded of approximately $51.28 million with 100% common stock issuance at $10 per share; and (ii) 12,101,101 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, 355,000 shares are issued under the October 2024 Convertible Note terms at closing and the Anticipated Financing is funded of approximately $51.85 million with 100% common stock issuance at $10 per share. The Anticipated Financing was determined based on SPAC’s requirement to maintain at least $44 million in Available Closing Date Cash. While the Merger Agreement includes a covenant requiring that the Available Closing Date Cash

should not be less than $44 million, SPAC has additional cash obligations that extend beyond the amount remaining in the Trust Account. As such, the anticipated financing is necessary to ensure sufficient liquidity to meet these obligations which includes the payment of $12 million in cash to the sellers, tax obligations of $0.1 million, IRRX debt to be paid at closing of $7.3 million, and transaction cost of $6.6 million. Given these obligations, SPAC determined that the anticipated financing amounts of $51.28 million (no redemption scenario) and $51.85 million (maximum redemption scenario) were appropriate to ensure that Surviving Company is adequately capitalized while satisfying all transaction-related obligations. The foregoing amounts will change if the actual facts differ from the assumptions set forth above. SPAC has not received any firm indications of interest or executed any funding agreements to consummate the Anticipated Financing. SPAC expects to execute such customary agreements prior to Closing.

It is anticipated that, upon completion of the Business Combination, (i) 6,947,100 Holdings Common Stock (inclusive of the conversion of SPAC Common Stock into Holdings Common Stock) will be issued, assuming no additional SPAC Class A Common Stock are redeemed in connection with the Business Combination, 355,000 shares are issued under the October 2024 Convertible Note terms at closing and the Anticipated Financing is funded of approximately $51.28 million with 100% debt financing; and (ii) 6,905,000 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, 355,000 shares are issued under the October 2024 Convertible Note terms at closing and the Anticipated Financing is funded of approximately $51.85 million with 100% debt financing. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

As of the date of this proxy statement/prospectus, no definitive agreements have been entered into with respect to any Anticipated Financing, and while the Company continues to negotiate such agreements and expects financing to be found, there is no guarantee that such financing will be found on favorable terms or at all.

The Company acquired its oil and gas assets in 2013 but has not conducted mining operations at the property since 2015. The Company’s auditors have expressed substantial doubt about the ability of the Company to continue as a going concern.

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 [•], 2025, the last reported sale price of the SPAC Class A Common Stock on the OTC Markets was $[•] per share, the last reported sale price of SPAC Public Warrants on the OTC Markets was $[•] per warrant, and the last reported sale price of SPAC Units on the OTC Markets was $[•] 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 the OTCQB marketplace under the proposed symbols “[•]” and “[•].”

Pro Forma Ownership

The following table summarizes the pro forma ownership of Holdings Common Stock immediately following the Business Combination under three redemption scenarios and assuming the Anticipated Financing will be composed of 100% common stock financing: (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 SPAC’s public shareholders.

(3)      Assumes the Anticipated Financing is represented by 100% common stock issuance at $10 per share. “Anticipated Financing” means anticipated financing needed to meet the Available Closing Date Cash requirement estimated to be $51.28 million under No Redemption scenario and $51.85 million under Maximum Redemption scenario, 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.

(4)      Pursuant to the terms of the October 2024 Convertible Note, this Note shall convert into 355,000 shares of UIGC common stock.

The following table summarizes the pro forma ownership of Holdings Common Stock immediately following the Business Combination under three redemption scenarios and assuming the Anticipated financing will be composed of 100% debt financing: (i) no additional redemptions, (ii) 50% redemptions, and (iii) maximum redemptions.

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(4)      Pursuant to the terms of the October 2024 Convertible Note, this Note shall convert into 355,000 shares of UIGC common stock.

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

(6)      Excludes 11,500,000 SPAC Public Warrants held by SPAC’s public shareholders.

(7)      Assumes the Anticipated Financing is represented by 100% debt financing. “Anticipated Financing” means anticipated financing needed to meet the Available Closing Date Cash requirement estimated to be $51.28 million under No Redemption scenario and $51.85 million under Maximum Redemption scenario, 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.

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 initial public offering (“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 A 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.

SPAC entered into the Administrative Services Agreement commencing on November 10, 2021, which provides that SPAC will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to SPAC. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-pocket expenses incurred in connection with activities on SPAC’s behalf such as identifying potential target businesses and performing due diligence on possible Business Combination targets. To date, Sponsor has advanced $1,750,000 of out-of-pocket expenses for working capital and general corporate purposes to SPAC. SPAC’s audit committee reviews on a quarterly basis all payments made by SPAC to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. In connection with SPAC’s initial public offering, and until completion of an initial business combination, SPAC’s insiders, officers and directors or their affiliates or designees had the option to loan SPAC funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. The notes would either be paid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes, or the “working capital notes,” may be converted upon consummation of the business combination into working capital warrants at a price of $1.00 per warrant. If the SPAC does not complete an initial business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

We anticipate that the funds held outside the of the Trust Account will be sufficient to make subsequent payments to the Sponsor under the Administrative Services Agreement. The Sponsor has waived all payments due under the agreement in 2024, received five (5) payments in 2023 totaling $50,000, and received ten (10) payments in 2022 totaling $100,000. The Sponsor has waived all payments in 2025 under the Administrative Services Agreement. As such, we expect that the funds currently held outside of the Trust Account will be sufficient to accommodate the waiver of payments.

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” and “Summary of Proxy Statement/Prospectus — Compensation Received by the Sponsor” on page 38.

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 $7.24 million, as the Sponsor has waived the accrued administrative fee of $0.12 million. The reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming SPAC Stockholders.

The following table sets forth the payments to be received by SPAC’s Sponsor, directors, officers and their affiliates from SPAC prior to or in connection with the completion of SPAC’s initial Business Combination and the securities issued and to be issued by SPAC to the Sponsor, directors, officers or their affiliates:

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(1)      The conversion of SPAC Private Warrants, Working Capital Warrants, and warrants issued pursuant to the Lender Notes may result in material dilution to SPAC Stockholders post-business combination. See “Summary of the Proxy Statement/Prospectus — Parties to the Business Combination — Ownership of Holdings After the Closing — Shares to Be Issued on a Fully Diluted Basis.”

Material Financing Transactions Following Our IPO

On April 13, 2023, SPAC issued an unsecured promissory note to the Sponsor, a related party to SPAC through common ownership (the “Sponsor Note”), pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $4,153,244. All unpaid principal under the Sponsor Note was to be due and payable in full on the earlier of August 15, 2023 (or such later date permitted by the SPAC Charter (as defined below) and approved by SPAC Stockholders to extend the period to consummate and initial business combination) and the date on which SPAC consummated the Business Combination. On August 14, 2023, the SPAC amended the original promissory note and increased the borrowing limit up to $8,400,000 from the Sponsor to fund costs related to the extension of the date by which the SPAC must consummate an initial Business Combination pursuant to the SPAC Charter. As of March 31, 2025, December 31, 2024, and 2023 the SPAC has borrowed and owe $5,393,225, $5,393,225 and $4,853,225, respectively, under Sponsor Note.

On September 14, 2023, SPAC issued an unsecured promissory note to the Sponsor (the “Sponsor Working Capital Note”), pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $17,935 from the Sponsor in order to fund costs reasonably related to an initial business combination. No interest shall accrue on the unpaid principal balance of the Sponsor Working Capital Note. All unpaid principal under the Sponsor Working Capital Loan will be due and payable in full on the earlier of February 15, 2024 (or such later extension date permitted by the SPAC Charter) and the date on which SPAC consummates an initial business combination.

On January 12, 2023, SPAC issued an unsecured promissory note (the “Lender Note”) to Trident Point 2, LLC, a Delaware limited liability company (the “Lender”), a related party to SPAC and the Sponsor through common ownership, pursuant to which SPAC was entitled to borrow up to an aggregate principal amount of $600,000 in order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination. All unpaid principal under the Lender Note was due and payable in full on the earlier of September 15, 2023, and the date on which SPAC consummated an initial business combination. Pursuant to the terms of the Lender Note, the Lender had the option at any time prior to September 15, 2023 to convert amounts outstanding, up to $600,000, into warrants to purchase SPAC Class A Common Stock at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of SPAC Class A Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the SPAC Private Placement Warrants sold concurrently with SPAC’s IPO.

In May 2023, SPAC issued an amended and restated unsecured promissory note, dated as of January 12, 2023, to the Lender, amending the Lender Note to remove the warrant conversion feature and revising the maturity date so that all unpaid principal under the Lender Note would be due and payable in full on the earlier of December 15, 2023 (or such later date permitted by the SPAC Charter and approved by SPAC Stockholders to extend the period to consummate and initial business combination) and the date on which SPAC consummates an initial business combination.

On February 8, 2024, the SPAC amended and restated the Lender Note to entitle SPAC to borrow up to an aggregate principal amount $750,000 from the Lender in order to fund costs reasonably related to an initial business combination, including without limitation both the daily operations of SPAC prior to an initial business combination and potential monthly extensions to the time period for SPAC to enter into and complete an initial business combination. On January 10, 2025, the Company amended and restated the Second Lender Note to amend the Maturity Date (as defined in the Second Lender Note) to the earlier of (i) May 15, 2025 or (ii) the date on which the Company consummates an initial Business Combination.

On February 10, 2025, SPAC issued an additional unsecured promissory note to the Lender (the “Second Lender Note,” and together with the Lender Note, the “Lender Notes”), pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $1,350,000 from the Lender in order to fund costs reasonably related to an initial business combination. On May 15, 2025, SPAC amended and restated the Lender Note to borrow up to an aggregate principal amount of $1,400,000 from the Lender and to amend the Maturity Date to the earlier of (i) July 15, 2025 or (ii) the date on which SPAC consummates an initial business combination. As of March 31, 2025, December 31, 2024 and 2023 under the Lender Note and the Second Lender Note the SPAC has a balance totaling $1,729,710, $390,710 and $600,000, respectively.

On October 11, 2024, SPAC issued an unsecured convertible promissory note to B H, INC. (“BH Inc.”), a Utah corporation (the “October 2024 Convertible Note”), a party unrelated to SPAC or the Sponsor, pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $1,500,000. All unpaid principal under the October 2024 Convertible Note is due and payable in full on the date on which SPAC consummates its proposed Business Combination with the Company. Pursuant to the terms of the October 2024 Convertible Note, this Note shall convert into 355,000 shares of Holdings Common Stock at approximately $4.22 per share, provided that, should the Business Combination fail to close for any reason, SPAC shall use reasonable efforts to satisfy its obligations under this October 2024 Convertible Note by cash payment in an amount equal to $3,900,000. Any balance under this October 2024 Convertible Note may be prepaid at any time. Additionally, if a Business Combination is not consummated, the October 2024 Convertible Note will be repaid solely to the extent that SPAC has funds available to it outside of its Trust Account.

SPAC continues to work with its investment bank, Stifel & Company (“Stifel”), regarding the raising of debt and equity capital. SPAC currently anticipates raising approximately 50% of the required capital by raising equity/equity-linked securities, with the remainder in the form of debt securities and/or bank loans. SPAC has not received any firm indications of interest or executed any funding agreements to consummate the Anticipated Financing. SPAC expects to execute such customary agreements prior to Closing.

For more information, please see the sections entitled “Summary of the Proxy Statement/Prospectus — Material Financing Transactions Following Our IPO.”

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 SPAC does not complete a Business Combination. When you consider the recommendation of the board of directors of 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 answer under the question “What interests do the Sponsor and SPAC’s current officers and directors have in the Business Combination?” in the section entitled “Questions and Answers About the Business Combination” as well as the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of SPAC’s Directors and Officers in the Business Combination,” “Risk Factors — Risks Related to SPAC and the Business Combination,” and “Special Meeting of SPAC Stockholders — Recommendation of the SPAC Board.”

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 [•], 2025 (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 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 55 of this proxy statement/prospectus.

This proxy statement/prospectus is dated [•], 2025 and is expected to be first mailed or otherwise delivered to SPAC shareholders on or about [•], 2025.

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 [•], 2025 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, as further amended by that certain Second Amendment to Agreement and Plan of Merger, dated December 31, 2024, as further amended by that certain Waiver to Agreement and Plan of Merger, dated April 30, 2025, and as further amended by that certain Third Amendment to Agreement and Plan of Merger, dated May 14, 2025, 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 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”); and

6.      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 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 Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

After careful consideration, 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 OTCQB marketplace 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 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 warrant of SPAC (the “SPAC Public Warrant”) in accordance with the terms of the applicable SPAC Unit.

•        SPAC Common Stock:    Each share of common stock of 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 0% 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, and (iv) the Anticipated Financing investors, through the anticipated investment of $10 per share, will own approximately 42% of the issued and outstanding Holdings Common Stock.

When SPAC completed its IPO 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) (such date, as extended, the “Deadline Date”). On November 14, 2022, SPAC extended the Deadline Date for an additional period of three months from November 15, 2022 to February 15, 2023, and deposited $2,300,000 into SPAC’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 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 Deadline Date 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 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 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 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 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 the Sponsor, 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.

On November 13, 2024, SPAC filed, with the unanimous consent of its Board and the consent a majority of the holders of SPAC Class B Common Stock, the Fourth Amended and Restated Certificate of Incorporation, with the Secretary of State of the State of Delaware (the “Class B Charter Amendment”), providing for the conversion of all of the shares of Class B Common Stock, on a one-for-one basis, into shares of Class A Common Stock, at the option of the holders of a majority of the Class B Common Stock (the “Class B Conversion Option”). On November 13, 2024, (i) the holders of a majority of the Class B Common Stock delivered a written consent to the Board, exercising the Class B Conversion Option; (ii) with the unanimous consent of the Board, SPAC instructed its transfer agent to initiate

The Board has fixed the close of business on [•], 2025 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 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, as further amended by that certain Fourth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated November 13, 2024, as further amended by that certain Fifth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated November 15, 2024, as further amended by that certain Sixth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated May 13, 2025, 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 [•], 2025 (two (2) 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 [•], 2025 and is first being mailed to SPAC Stockholders on or about [•], 2025.

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 55 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.

6.      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 [•], 2025 (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 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 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, as further amended by that certain Fourth Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated November 13, 2024, as further amended by that certain Fifth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated November 15, 2024, as further amended by that certain Sixth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated May 13, 2025, and as further amended, supplemented or otherwise modified from time to time, the “SPAC Charter”), SPAC is providing SPAC 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 (2) 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 $0.57 million, less $0.11 million of interest income to pay taxes and net of May 13, 2025 redemptions and the extension deposits made through May 15, 2025, the estimated per share redemption price would have been approximately $13.53. 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 [•], 2025 (two (2) 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.

stockholder vote, to further extend the Deadline Date on a monthly basis up to five (5) times by an additional one (1) month each time after December 15, 2024 or later extended Deadline Date, by resolution of the Board, if requested by the Sponsor, upon five days’ advance notice prior to the applicable Deadline Date, until May 15, 2025, or a total of up to six (6) months after November 15, 2024, by depositing (or causing to be deposited) into the Trust Account $50,000 for each additional one-month extension on or prior to each applicable Deadline Date, unless the closing of an initial Business Combination shall have occurred prior thereto. As a result of the approval of the November 2024 Extension Amendment Proposal, the Sponsor will make an Extension Payment into the Trust Account on each applicable Deadline Date.

In connection with the November 2024 Redemptions, stockholders of 1,665,727 SPAC Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds held in the Trust Account. As a result, $19,470,737 (approximately $11.69 per share) was removed from the Trust Account to pay such holders and $4,390,255 remained in the Trust Account. Following the November 2024 Redemptions, SPAC had 5,999,659 shares of SPAC Class A Common Stock outstanding.

On November 14, 2024, SPAC exercised its first extension by depositing $50,000 into the Trust Account to extend the Deadline Date from November 15, 2024 to December 15, 2024. On December 14, 2024, January 14, 2025, February 14, 2025, and March 14, 2025, SPAC exercised its extension options by depositing $50,000 into the Trust Account to extend the Deadline Date to April 15, 2025. On April 14, 2025 and May 14, 2025, SPAC exercised its extension options by depositing $5,000 into the Trust Account to extend the Deadline Date to June 15, 2025. In connection with the May 2025 Extension Meeting 207,559 shares of SPAC’s Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $2,764,686 (approximately $13.32 per share) was removed from the Trust Account to pay such holders in May 2025.

As of the date of this proxy statement/prospectus, an aggregate of $8,003,225 was deposited into the Trust Account to extend the Deadline Date.

Currently, the Sponsor owns 71.82% 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 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 May 15, 2025, there was $678,904, net of the May 2025 redemptions 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 55 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 Holdings 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 [•], 2025 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 (2) 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.

•        “Amendment No. 2” means that certain Amendment to and Waiver of Agreement and Plan of Merger, dated December 31, 2024.

•        “Amendment No. 3” means that certain Amendment to and Waiver of Agreement and Plan of Merger, dated May 14, 2025.

•        “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 while the Company continues to negotiate such agreements and expects financing to be found, 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 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” or “TSII” means Tar Sands Holdings II, LLC.

•        “Company Articles of Organization” means Articles of Organization of the Company, filed with the Utah Division of Corporation and Commercial Code, February 19, 2013.

•        “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 Operating Agreement” means the Amended and Restated Operating Agreement of the Company, dated November 15, 2021.

•        “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, our transfer agent.

•        “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 July 15, 2025.

•        “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.

•        “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 $0.0001 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 and amended on February 8, 2024 pursuant to which SPAC was entitled to borrow up to an aggregate principal amount of $750,000.

•        “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 Amendment No. 1, as further amended by Amendment No. 2, as further amended by the Waiver, as further amended by Amendment No. 3, 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.

•        “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 [•], 2025 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 10, 2025 pursuant to which SPAC is entitled to borrow up to an aggregate principal amount of $1,350,000.

•        “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, as further amended by that certain Fourth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated November 13, 2024, as further amended by that certain Fifth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated November 15, 2024, as further amended by that certain Sixth Amendment to the Amended and Restated Certificate of Incorporation of SPAC, dated May 13, 2025, 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, which have been subsequently converted into SPAC Class A Common Stock.

•        “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 Shares” means the SPAC Class A Common Stock of the SPAC Public Stockholders.

•        “SPAC Public Stockholders” means the public stockholders of SPAC Common Stock.

•        “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 [•], 2025.

•        “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. On August 14, 2023, SPAC amended the Sponsor Note and increased the borrowing limit up to $8,400,000 from the Sponsor to fund costs related to the extension of the date by which SPAC must consummate an initial business combination pursuant to the SPAC Charter.

•        “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, as amended by that certain Amendment to Sponsor Support Agreement dated November 8, 2024, and as may be further amended, supplemented or otherwise modified from time to time, 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.

•        “Waiver” means that certain Waiver to Agreement and Plan of Merger dated April 30, 2025.

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 the OTCQB marketplace 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, 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 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.”

6.      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 [•], 2025, 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 [•], 2025.

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 assumes the Anticipated Financing will be funded with 100% common stock at $10 per share and the issuance of 355,000 shares in connection with the October 2024 Convertible Note. The table below does not include (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 (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 Anticipated Financing was determined based on SPAC’s requirement to maintain at least $44 million in Available Closing Date Cash. While the Merger Agreement includes a covenant requiring that the Available Closing Date Cash should not be less than $44 million, SPAC has additional cash obligations that extend beyond the amount remaining in the Trust Account. As such, the anticipated financing is necessary to ensure sufficient liquidity to meet these obligations which includes the payment of $12 million in cash to the sellers, tax obligations of $0.1 million, IRRX debt to be paid at closing of $7.3 million, and transaction cost of $6.6 million. To support post-closing operations and ensure financial stability, IRRX anticipates needing approximately $26 million to fund its business for the twelve (12) months immediately following the consummation of the Business Combination, consisting of $20 million to be used to refurbish and repurpose the Facility and $6 million to build Crude Oil Product (as defined below) tanks. For more information, see the section titled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds.” Given these obligations, SPAC determined that the anticipated financing amounts of $51.28 million (no redemption scenario) and $51.85 million (maximum redemption scenario) were appropriate to ensure that Surviving Company is adequately capitalized while satisfying all transaction-related obligations. SPAC has not received any firm indications of interest or executed any funding agreements to consummate the Anticipated Financing. SPAC expects to execute such customary agreements prior to Closing.

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 May 15, 2025, 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 5,128,211 shares of Holdings Common Stock 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 21,050 SPAC Class A Common Stock, at a price of approximately $13.53 per share, in connection with the approval of the Business Combination which amount is approximately 50% of the 42,100 SPAC Class A Common Stock of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario and assuming the issuance 5,162,156 shares of Holdings Common Stock of financing is obtained at $10 per share to meet the Available Closing Date Cash requirements.

Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 per share. This maximum redemption scenario reflects the maximum number of shares of SPAC Class A Common Stock that may be redeemed and assuming the issuance of 5,196,101 shares of Holdings Common Stock 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 December 31, 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 5,128,211 shares of Holdings Common Stock 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 21,050 SPAC Class A Common Stock, at a price of approximately $13.53 per share, in connection with the approval of the Business Combination which amount is approximately 50% of the 42,100 SPAC Class A Common Stock of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario and assuming the issuance of 5,162,156 shares of Holdings Common Stock financing is obtained at $10 per share to meet the Available Closing Date Cash requirements.

Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 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 5,196,101 shares of Holdings Common Stock financing is obtained at $10 per share to meet the Available Closing Date Cash requirements.

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 assumes the Anticipated Financing described above will be funded with 100% debt financing and the issuance of 355,000 shares in connection with the October 2024 Convertible Note. The table below does not include (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 (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 May 15, 2025, 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 100% debt financing is obtained 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 21,050 SPAC Class A Common Stock, at a price of approximately $13.53 per share which amount is approximately 50% of the 42,100 SPAC Class A Common Stock of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario and assuming 100% debt financing to meet the Available Closing Date Cash requirements, in connection with the approval of the Business Combination.

Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 per share. This maximum redemption scenario reflects the maximum number of shares of SPAC Class A Common Stock that may be redeemed and assuming 100% debt financing 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 December 31, 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 100% debt financing is obtained 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 21,050 SPAC Class A Common Stock, at a price of approximately $13.53 per share, in connection with the approval of the Business Combination which amount is approximately 50% of the 42,100 SPAC Class A Common Stock of the SPAC Public Stockholders who can redeem their shares under the maximum redemption scenario and assuming the issuance of 100% debt financing is obtained to meet the Available Closing Date Cash requirements.

Maximum Redemptions:    This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 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 100% debt financing is obtained to meet the Available Closing Date Cash requirements.

Dilution to SPAC Stockholders

SPAC’s net tangible book value as of March 31, 2025, was $(29.00 million), or $(5.01) per share, based on 5,792,100 shares of SPAC Class A Common Stock outstanding as of March 31, 2025, net of the May 13, 2025 redemptions of 207,559. The net tangible book value as of March 31, 2025 based on condensed combined pro forma financial statements was $29.88 million, or $2.65 per share after giving effect to (i) the issuance of 355,000 Holdings Common Stock at $10.00 per share, in connection with the October 2024 Convertible Note exchange, (ii) the issuance of 5,128,211 Holdings Common Stock at $10.00 per share, as shares issuable under the Anticipated Financing (assuming the financing is 100% equity 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 $142,383, incremental excise tax on redemption of $1.424 and the addition of $51,451,840 in Anticipated Financing investment, under 50% redemption scenario was further adjusted for the redemptions of $284,766 incremental excise tax on redemption of $2,848 and the addition of $51,621,560 in Anticipated Financing investment and under 75% redemption scenario was further adjusted for the redemptions of $427,149 incremental excise tax on redemption of $4,271 and the addition of $51,791,290 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 the 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 $142,383, under 50% redemption scenario for the redemptions of $284,766 and under 75% redemption scenario for the redemptions of $569,532.

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 21,050 SPAC Public Shares, which amount is approximately 50% of the 42,100 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 $13.53 per share.

(3)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 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 21,050 SPAC Public Shares, which amount is approximately 50% of the 42,100 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 $13.53 per share.

(3)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 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.

SPAC’s net tangible book value as of March 31, 2025, was $(29.00 million), or $(5.01) per share, based on 5,792,100 shares of SPAC Class A Common Stock outstanding as of March 31, 2025, net of the May 13, 2025 redemptions of 207,559. The net tangible book value as of March 31, 2025 based on condensed combined pro forma financial statements was $(21.41 million), or $(3.48) per share after giving effect to (i) the issuance of 355,000 Holdings Common Stock at $10.00 per share, in connection with the October 2024 Convertible Note exchange, (ii) the issuance of 100% debt 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 $142,383, incremental excise tax on redemption of $1,424, under 50% redemption scenario was further adjusted for the redemptions of $284,766 incremental excise tax on redemption of $2,848 and under 75% redemption scenario was further adjusted for the redemptions of $427,149 incremental excise tax on redemption of $4,271.

(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 the 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 $143,383, under 50% redemption scenario for the redemptions of $284,766 and under 75% redemption scenario for the redemptions of $427,149.

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 21,050 SPAC Public Shares, which amount is approximately 50% of the 42,100 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 $13.53 per share.

(3)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 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 21,050 SPAC Public Shares, which amount is approximately 50% of the 42,100 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 $13.53 per share.

(3)      This scenario assumes that SPAC Public Stockholders exercise redemption rights with respect to 42,100 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 $13.53 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 SPAC 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 Agreement (as defined below);

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

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

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 SPAC Public Stockholders to effectuate redemptions of their SPAC Public Shares in connection with the Closing.

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 [•], 2025, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were 5,792,100 shares of SPAC Class A 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 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 Incentive Plan 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 $[__], based on the last available sale price of SPAC Class A Common Stock as of [•], 2025, 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 July 15, 2025 (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 IPO, would be worthless because the Sponsor and 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 $[__], based upon the last available sale price of $[__] per share as of [•], 2025. As a result of waiving liquidating distributions, if SPAC fails to complete an initial business combination by the Final Redemption Date, the Sponsor will 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 July 15, 2025 (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 for 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 [$6.05 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 $8,003,225 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 $[18.43 million, 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)  $1,750,000 of out-of-pocket expenses for working capital and general corporate purposes and (iv) $7,251,640, representing the outstanding loans to SPAC made by the Sponsor as of May 15, 2025, which is comprised of $1,558,415 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, and $5,693,225, representing the funds that the Sponsor has deposited into the Trust Account, as of May 15, 2025], in connection with various extensions of the Deadline Date;

•        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;

•        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; and

•        the fact that Jason Demers and Andrew DiPaolo, current advisors 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 $[__], based on the last available sale price of SPAC Class A Common Stock as of [•], 2025), 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 [May 15, 2025, amounted to $7.25 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 from Stout in connection with and prior to closing of 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 a fair value (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 July 15, 2025 (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 SPAC 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 May 15, 2025 was $13.19 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 May 15, 2025, based on funds in the Trust Account of $0.68 million less $0.11 million of interest available to pay income taxes, this would have amounted to $13.53 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, and potentially less cash.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to [•] Eastern time, on [•], 2025 (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 (2) 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 (2) 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. While Holders of SPAC Units may hold SPAC Units until closing of the Business Combination, if they do not elect to separate the underlying SPAC Public Shares and SPAC Public Warrants at closing, then such SPAC Units will automatically convert into the underlying SPAC Public Shares and SPAC Public Warrants in connection with the Business Combination.

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. It is SPAC’s understanding that stockholders should generally allot at least two (2) 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 (2) weeks. See “How do I exercise my redemption rights?” above. The address of Equiniti 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.

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 [•], 2025 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 [•], 2025, 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 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 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 [•], 2025.

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