INTEGRATED RAIL & RESOURCES INC. Filed Primary

What the company does

Integrated Rail & Resources Inc. is an energy infrastructure and processing company focused on upgrading and redeploying legacy oil sands and refining assets to support third-party feedstock processing and refined-product delivery. The Company is a Delaware corporation that, in 2025, merged with Tar Sands Holdings II, LLC. Its core assets are located at Asphalt Ridge in northeastern Utah, one of the largest and most accessible oil sands deposits.

Use of proceeds

We expect to receive approximately $[ ] in net proceeds from the sale of our shares of Common Stock offered by us in this offering, after deducting estimated discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds received from this offering for general and working capital purposes, including but not limited to investing in research and development, including in our technology, the repayment of debt and for working capital and general corporate purposes.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1 0001213900-26-041196, filed Apr 8, 2026 and verified against that filing text.

Key risk factors

• Inability to upgrade Facility

  “We acquired our oil and gas assets in 2013 and have not conducted mining operations at our property since 2015. There can be no assurance that we will be able to upgrade or make our existing refinery facility operational.”

• Operational hazards

  “Our operations will be subject to operational hazards that could expose us to potentially significant losses.”

• Material weakness in internal controls

  “If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and have an adverse effect on the value of our securities.”

• Emerging growth company – no auditor attestation

  “As an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.”

• Resale dilution risk

  “The resale of shares by the selling stockholders, pursuant to the Resale Prospectus, could adversely impact the market price, liquidity, and demand for our common stock.”

• Going concern

  “We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of expanding our revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing; however, we may not have commitments from third parties for a sufficient amount of additional capital.”