DHIP Natural Resources Investments, LLC - Nov 10, 2021 Form 3 Insider Report for INTEGRATED RAIL & RESOURCES ACQUISITION CORP (IRRX)

Role: 10%+ Owner
Signature: DHIP Natural Resources Investments, LLC, By: DHIP NRI Management Partners, LLC, Sole Member, By: /s/ Mark Michel, Managing Member
Stock symbol: IRRX
Transactions as of: Nov 10, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/10/2021, 03:36 PM
Next filing: Mar 10, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	IRRX	Class B Common Stock							Nov 10, 2021	Class A Common Stock	5.75M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registrant's registration statement on Form S-1 (No. 333-256381) under the heading "Description of Securities - Founder Shares", the shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
F2	These shares represent the shares of Class B Common Stock held by the reporting person (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B ordinary shares owned by the Sponsor includes up to 750,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement. DHIP NRI Management Partners, LLC is the sole member of the Sponsor.

Content

As described in the registrant's registration statement on Form S-1 (No. 333-256381) under the heading "Description of Securities - Founder Shares", the shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

These shares represent the shares of Class B Common Stock held by the reporting person (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B ordinary shares owned by the Sponsor includes up to 750,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement. DHIP NRI Management Partners, LLC is the sole member of the Sponsor.