Integrated Rail and Resources Acquisition Corp-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-41048 Integrated Rail and Resources Acquisition Corp.(Exact name of registrant as specified in its charter) Delaware86-2581754(State or other jurisdiction of(I.R.S. Employer 400 W. Morse Boulevard,Suite 220Winter Park,FL32789(Address of principal executive offices)(Zip Code) Registrant’s telephone number,including area code:(321)972-1583 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the consolidated financial statementsof the registrant included in the filing reflect the correction of an error to previously issued consolidated financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of March 24, 2025, there were5,999,659shares of Class A common stock, par value $0.0001 per share issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Integrated Rail and Resources Acquisition Corp.Annual Report on Form 10-K for the Year Ended December 31,2024 TABLE OF CONTENTS PageFREQUENTLY USED TERMSiiiPART IITEM 1.BUSINESS1ITEM 1A.RISK FACTORS6ITEM 1B.UNRESOLVED STAFF COMMENTS6ITEM 1C.CYBERSECURITY7ITEM 2.PROPERTIES7ITEM 3.LEGAL PROCEEDINGS7ITEM 4.MINE SAFETY DISCLOSURES7PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES8ITEM 6.[RESERVED]9ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS9ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK20ITEM 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA20ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE20ITEM 9A.CONTROLS AND PROCEDURES21ITEM 9B.OTHER INFORMATION22ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS22PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE23ITEM 11.EXECUTIVE COMPENSATION31ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS32ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE33ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES36PART IVITEM 15.EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES37ITEM 16.FORM 10-K SUMMARY38 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securitie