Item 1.01. Conclusion of a significant definitive agreement.

The information set out in point 5.02 below is incorporated in its entirety herein by reference.

Article 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain leaders; Compensatory schemes for certain

Officers.

At March 1, 2022, Nathan Asplund resigned from the Board of Directors (the “Board”) and as a member of the audit committee of Integrated Rail and Resources Acquisition Corp.a Delaware company (the “Company”), effective immediately, due to time constraints related to the new employment held by Mr Asplund, which forced him to move to another state. His resignation was not due to a disagreement with the Society.

To fill the position created by At Mr. Asplund’s departs the March 4, 2022the Council has appointed Troy O. Welch to serve on the Board of Directors, effective immediately.

There are no family relations between Mr. Welch and any director, executive officer or person appointed or chosen by the Company to become a director of the Company. There is no transaction between the Company and Mr. Welch that are subject to disclosure under Regulation SK Section 404(a) regarding related party transactions.

As part of the appointment, the March 4, 2022the company and Mr. Welch has entered into a certain letter of agreement and an indemnity agreement, which are substantially similar to the letter of agreement and indemnification agreements, respectively, entered into by the other officers and directors in connection with the IPO of the society. At March 7, 2022, DHIP Natural Resources Investments, LLCsponsor of the Company, disposed of an interest in 25,000 ordinary shares of class B, par value $0.0001 per share, of the Company (founder shares) to Mr. Welch, in accordance with the terms of a grant agreement. The Letter of Agreement, Indemnification Agreement and Grant Agreement are included as Exhibits 10.1, 10.2 and 10.3, respectively, of this current report on Form 8-K.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

The following documents are filed herewith:

Exhibit
  No.                                    Description

10.1          Letter Agreement, dated March 4, 2022, by and among the Company,
            Troy O. Welch, and DHIP Natural Resources Investments, LLC

10.2          Indemnification Agreement, dated March 4, 2022, by and between the
            Company and Troy O. Welch

10.3          Grant agreement, dated March 7, 2022, by and between DHIP Natural
            Resources Investments, LLC and Troy O. Welch

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

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