Item 1.01 Entry into a Material Definitive Agreement.

On April 13, 2023, Integrated Rail and Resources Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Promissory Note") to DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the "Sponsor"), pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $4,153,224 from the Sponsor in order to fund costs related to the extension of the date by which the Company must consummate an initial business combination (the "Business Combination") pursuant to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") (including without limitation the Payee's April 14, 2023 and March 13, 2023 deposits, on behalf of the Maker as a loan, each in the amount of $692,204 into the trust account maintained by American Stock Transfer & Trust Company LLC (the "Trustee") under the Trust Agreement, dated as of November 11, 2021, as amended on February 8, 2023, by and between the Company and Trustee (the "Trust Agreement")). All unpaid principal under the Promissory Note will be due and payable in full on the earlier of (i) August 15, 2023 (or such later extension date permitted by the Certificate of Incorporation in the event the stockholders of the Company approve a further amendment to the Certificate of Incorporation to extend the period to consummate the Business Combination) (the "Maturity Date") and (ii) the date on which the Company consummates the Business Combination.

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

Off-Balance Sheet Arrangement of a Registrant.

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

Item 8.01 Other Events.

On April 12, 2023, the Company issued a press release announcing the extension of the date by which the Company must consummate a Business Combination, pursuant to the Certificate of Incorporation and Trust Agreement, from April 15, 2023 to May 15, 2023. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Information contained on or accessible through any website reference in the press release is not part of, nor incorporated by reference in, this Current Report on Form 8-K, and the inclusion of such website address in this Current Report on Form 8-K by incorporation by reference of the press release is as inactive textual references only.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

Exhibit     Description

10.1          Promissory Note, dated as of April 13, 2023.

99.1          Press Release, dated April 12, 2023.

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

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