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Filing Details

Accession Number:: 0001437749-25-003571
Form Type:: 13G Filing
Publication Date:: 2025-02-11 19:00:00

Filed By:: DONDERO JAMES D
Company:: Integrated Rail & Resources Acquisition Corp
Filing Date:: 2025-02-12
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
DONDERO JAMES D	0	0	0.0%
NEXPOINT ASSET MANAGEMENT, L.P.	0	0	0.0%
NexPoint Merger Arbitrage Fund	0	0	0.0%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

INTEGRATED RAIL & RESOURCES ACQUISITION CORP

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45827R106

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

45827R106

Names of Reporting Persons

DONDERO JAMES D

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

CUSIP No.

45827R106

Names of Reporting Persons

NEXPOINT ASSET MANAGEMENT, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No.

45827R106

Names of Reporting Persons

NexPoint Merger Arbitrage Fund

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

INTEGRATED RAIL & RESOURCES ACQUISITION CORP

(b)

Address of issuer's principal executive offices:

400 W. MORSE BLVD., SUITE 220, WINTER PARK, FLORIDA, 32789.

Item 2.

(a)

Name of person filing:

This Schedule 13G (this "Schedule 13G") is being filed on behalf of NexPoint Merger Arbitrage Fund, a Delaware statutory trust, NexPoint Asset Management, L.P., a Delaware limited partnership and James Dondero, a United States citizen (together, the "Reporting Persons"). On March 14, 2024, the Reporting Persons acquired 294,324 shares of common stock (the "Shares") and 147,162 warrants to purchase Shares of the Issuer. On November 21, 2024, the Reporting Persons exercised their right to redeem 294,324 Shares in connection with a special meeting held by the Issuer. After the redemption, the Reporting Person owns 147,162 warrants to purchase Shares of the Issuer, which are not exercisable within 60 days of December 31, 2024.

(b)

Address or principal business office or, if none, residence:

300 Crescent Court, Suite 700 Dallas, Texas 75201

(c)

Citizenship:

NexPoint Merger Arbitrage Fund is a Delaware Statutory Trust. NexPoint Asset Management, L.P. is a Delaware limited partnership. James Dondero is a United States citizen.

(d)

Title of class of securities:

Class A Common Stock, par value $0.0001 per share

(e)

CUSIP No.:

45827R106

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

NexPoint Merger Arbitrage Fund: 0 shares NexPoint Asset Management, L.P.: 0 shares James Dondero: 0 shares

(b)

Percent of class:

NexPoint Merger Arbitrage Fund: 0% NexPoint Asset Management, L.P.: 0% James Dondero: 0%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

NexPoint Merger Arbitrage Fund: 0 shares NexPoint Asset Management, L.P.: 0 shares James Dondero: 0 shares

(ii) Shared power to vote or to direct the vote:

NexPoint Merger Arbitrage Fund: 0 shares NexPoint Asset Management, L.P.: 0 shares James Dondero: 0 shares

(iii) Sole power to dispose or to direct the disposition of:

NexPoint Merger Arbitrage Fund: 0 shares NexPoint Asset Management, L.P.: 0 shares James Dondero: 0 shares

(iv) Shared power to dispose or to direct the disposition of:

NexPoint Merger Arbitrage Fund: 0 shares NexPoint Asset Management, L.P.: 0 shares James Dondero: 0 shares

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DONDERO JAMES D

Signature:	/s/ James D. Dondero
Name/Title:	Individual
Date:	02/12/2025

NEXPOINT ASSET MANAGEMENT, L.P.

Signature:	/s/ James D. Dondero
Name/Title:	Sole Member of Strand Advisors GP, LLC, its general partner
Date:	02/12/2025

NexPoint Merger Arbitrage Fund

Signature:	/s/ Frank Waterhouse
Name/Title:	Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer
Date:	02/12/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement