Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the "Quarterly Report") to "we" "us" or the "Company" refer to Integrated Rail and Resources Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to DHIP Natural Resources Investments, LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited consolidated condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as a Delaware corporation on March 12, 2021 (inception) formed for the purpose of effecting the Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of our IPO and the sale of the Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, our shares, debt or a combination of cash, shares and debt.

Trust Extensions

Initially, the Company had 12 months from the closing of the IPO on November 16, 2021 to consummate an initial Business Combination (until November 16, 2022). Additionally, the Company was entitled to extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the Trust Account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO, $2,300,000, for each such three-month extension (that would result in a total deposit of $10.30 per public share sold in the event both extensions were elected or an aggregate of $4,600,000). Public Stockholders were not entitled to vote on or redeem their shares in connection with any such extension.

In November 2022, the Sponsor deposited $2,300,000 into the Trust Account, to extend the deadline for an initial Business Combination three months to February 2023. In lieu of a second $2,300,000 Extension Payment for a three month extension to May 2023, a special meeting of stockholders was held in February 2023 that resulted in an extension of the deadline to complete an initial Business Combination to March 15, 2023 and allowed the Company to further extend the date to consummate a Business Combination on a monthly basis up to five (5) times by an additional one month through September 15, 2023.

In connection with the vote on the extension Amendment at the special meeting of stockholders, stockholders holding a total of 9,155,918 shares of the Company's common stock exercised their right to redeem such shares for a pro rata of the funds in the Company's Trust Account. As a result, $94,489,075 (approximately $10.32 per share) was withdrawn from the Trust Account to pay such holders in February 2023.

On August 8, 2023, the Company held its Annual Meeting of Stockholders whereby the stockholders approved the second extension amendment proposal permitting an extension of the date by which the Company has to consummate a Business Combination until February 15, 2024, subject to monthly extension deposits of $140,000, which were made in August 2023 through January 2024.

In connection with the vote on the extension Amendment at the Annual Meeting of Stockholders, stockholders holding a total of 7,354,836 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, $79,652,874 (approximately $10.83 per share) was removed from the Company's Trust Account to pay such holders.

At the February 2024 Special Meeting, stockholders approved the Third Extension Amendment Proposal to extend the date by which the Company must (1) effectuate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company's Class A common stock included as part of the units sold in the Company's IPO, from February 15, 2024 to March 15, 2024, by depositing (or causing to be deposited) into the Trust Account $50,000 for such one-month extension, and to allow the Company, without another stockholder vote, to further extend such date to consummate a Business Combination on a monthly basis up to eight (8) times by an additional one (1) month each time, by resolution of the SPAC Board, until November 15, 2024, or a total of up to nine (9) months after February 15, 2024, by depositing (or causing to be deposited) into the Trust Account $50,000 for each additional one-month extension on or prior to each applicable Deadline Date, unless the closing of a Business Combination shall have occurred prior thereto.

In connection with the vote on the third extension amendment proposal at the February 2024 Special Meeting, stockholders holding a total of 4,573,860 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, $50,312,460 (approximately $11.00 per share) was removed from the Company's Trust Account to pay such holders. In association with the February 2024 redemptions, the Company inadvertently underpaid the redeeming shareholders $395,138 or approximately $0.09 per share. On September 24, 2024, the February 2024 redeeming shareholders were paid the additional $395,138 due them.

On November 14, 2024, the Company held the November 2024 Extension Meeting, whereby the Company's stockholders approved the November 2024 Extension Amendment Proposal to approve the November 2024 Extension Amendment to extend the Deadline Date from November 15, 2024 to December 15, 2024, by depositing (or causing to be deposited) into the Trust Account an Extension Payment on or prior to November 15, 2024, and to allow the Company, without another stockholder vote, to further extend the Deadline Date on a monthly basis up to five times by an additional one month each time after December 15, 2024 or later extended Deadline Date, by resolution of the SPAC Board, if requested by the Sponsor, upon five days' advance notice prior to the applicable Deadline Date, until May 15, 2024, or a total of up to six months after November 15, 2024, by depositing (or causing to be deposited) into the Trust Account $50,000 for each additional one-month extension on or prior to each applicable Deadline Date, unless the closing of an initial Business Combination shall have occurred prior thereto. As a result of the approval of the November 2024 Extension Amendment Proposal, the Sponsor will make an Extension Payment into the Trust Account on each applicable Deadline Date.

In connection with the vote on the November 2024 Extension Amendment Proposal at the November 2024 Extension Meeting, stockholders holding an aggregate of 1,665,727 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, $19,470,737 (approximately $11.69 per share) was removed from the Company's Trust Account to pay such holders in November 2024.

On May 13, 2025, the Company held the May 2025 Extension Meeting, whereby the Company's stockholders approved the May 2025 Extension Amendment Proposal to approve the May 2025 Extension Amendment to extend the Deadline Date from May 15, 2025 to June 15, 2025, by depositing (or causing to be deposited) into the Trust Account $5,000 on or prior to May 15, 2025, and to allow the Company, without another stockholder vote, to further extend the Deadline Date on a monthly basis one time by an additional one month after June 15, 2025, by resolution of the SPAC Board, if requested by the Sponsor, upon five days' advance notice prior to the Deadline Date, until July 15, 2025, by depositing (or causing to be deposited) into the Trust Account $5,000 for the additional one-month extension on or prior to the Deadline Date, unless the closing of an initial Business Combination shall have occurred prior thereto. As a result of the approval of the May 2025 Extension Amendment Proposal, the Sponsor will make an Extension Payment into the Trust Account on each applicable Deadline Date.

In connection with the vote on the May 2025 Extension Amendment Proposal at the May 2025 Extension Meeting, stockholders holding an aggregate of 207,559 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, $2,764,686 (approximately $13.32 per share) was removed from the Company's Trust Account to pay such holders in May 2025.

On June 30, 2025, the Company held a special meeting of stockholders (the "June 2025 Special Meeting") (discussed below). In connection with the June 2025 Special Meeting, stockholders holding an aggregate of 16,528 shares of the Company's Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, concurrent with the close of the proposed Business Combination, $233,624 (approximately $14.14 per share) will be removed from the Trust Account to pay such holders.

On July 15, 2025, the Company held a special meeting of stockholders (the "July 2025 Special Meeting"), whereby stockholders approved a proposal to amend the Charter to extend the Deadline Date from July 15, 2025 to August 15, 2025, by depositing (or causing to be deposited) into the Trust Account $1.00 on or prior to July 15, 2025, and to allow the Company, without another stockholder vote, to further extend the Deadline Date on a monthly basis one time by an additional one month after August 15, 2025, by resolution of the Board, if requested by the Sponsor, upon five days' advance notice prior to the Deadline Date, to September 15, 2025, by depositing (or causing to be deposited) into the Trust Account an extension payment on or prior to the Deadline Date, unless the closing of an initial business combination shall have occurred prior thereto.

On September 15, 2025 the Company held a special meeting of stockholders (the "September 2025 Special Meeting"), whereby stockholders approved a proposal (the "Extension Amendment Proposal") to amend the Charter to extend the Deadline Date from September 15, 2025 to December 31, 2025, by depositing (or causing to be deposited) into the Trust Account $1.00 on or prior to September 15, 2025.

Since its first extension deposit in the Trust Account in November 2022 to the filing of this Form 10-Q, the Company has deposited an aggregate of $8,053,228 in the Trust Account to extend the period to consummate a Business Combination to November 15, 2025.

Conversion of Class B Shares to Class A Shares

On November 13, 2024, the holders of the Company's Class B common stock converted all issued and outstanding shares of Class B common stock (5,750,000 shares), on a one-for-one basis, into shares of Class A common stock. The newly issued shares of Class A common stock continue to be referred to as Founder Shares (discussed in Note 4). As such, the newly issued shares of Class A common stock are not redeemable and continue to carry restrictions regarding their assignment, transference and selling of the shares.

Promissory Notes

On February 8, 2024, the Company issued an unsecured promissory note to Trident Point 2, LLC, a Delaware limited liability company (the "Lender" or "Trident"), pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $750,000 from the Lender in order to fund costs reasonably related to an initial Business Combination for the Company, including without limitation both the daily operations of the Company prior to an initial Business Combination and potential monthly extensions to the time period for the Company to enter into and complete an initial Business Combination . No interest shall accrue on the unpaid principal balance of the Promissory Note. All unpaid principal under the Promissory Note will be due and payable in full on the earlier of (i) November 15, 2024, or (ii) the date on which the Company consummates an initial Business Combination. On January 10, 2025, the Company amended and restated the Promissory Note to amend the Maturity Date (as defined in the Promissory Note) to the earlier of (i) May 15, 2025, or (ii) the date on which the Company consummates an initial Business Combination.

On February 10, 2025, the Company issued an additional unsecured promissory note to Trident, pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $1,350,000 from Trident in order to fund costs reasonably related to an initial Business Combination for the Company, including without limitation both the daily operations of the Company prior to an initial Business Combination and potential monthly extensions to the time period for the Company to enter into and complete an initial Business Combination. No interest shall accrue on the unpaid principal balance of the promissory note. All unpaid principal under the promissory Note was due and payable in full on the earlier of (i) May 15, 2025, or (ii) the date on which the Company consummates an initial Business Combination. In connection with the approval of the May 2025 Extension Amendment Proposal, the Company amended and restated the unsecured promissory note to amend the Maturity Date (as defined in the unsecured promissory note) to the earlier of (i) July 15, 2025, or (ii) the date on which the Company consummates an initial Business Combination.

On July 14, 2025, the Company amended and restated the unsecured promissory notes to Trident to amend the Maturity Date to the earlier of (i) September 15, 2025, or (ii) the date on which the Company consummates an initial Business Combination. On September 15, 2025, the Company amended and restated the Lender Note to amend the Maturity Date to the earlier of (i) December 1, 2025, or (ii) the date on which the Company consummates an initial business combination.

On October 11, 2024, the Company issued an unsecured convertible promissory note to B H INC. ("BH Inc."), a Utah corporation ("October 2024 Convertible Note"), pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $1,500,000. All unpaid principal under the October 2024 Convertible Note is due and payable in full on the date on which the Company consummates its proposed Business Combination with TSH Company (discussed below). Pursuant to the terms of the October 2024 Convertible Note, this Note shall convert into 355,000 shares of Uinta Infrastructure Group Corp ("UIGC") common stock (as defined and amended in the Merger Agreement and described below), provided that, should the Business Combination fail to close for any reason, the Company shall use reasonable efforts to satisfy its obligations under this October 2024 Convertible Note by cash payment in an amount equal to $3,900,000. Any balance under this Note may be prepaid at any time. Additionally, if a Business Combination is not consummated, the October 2024 Convertible Note will be repaid solely to the extent that the Company has funds available to it outside of its Trust Account.

The Company issued a Convertible Promissory Note in the principal amount of $100,000 to Paul Gonzalez on October 10, 2025 (the "October 10 Note"). The October 10 Note provides that the principal amount is payable upon the earlier of (a) the effective date of the Business Combination pursuant to the Merger Agreement, or (b) the date that the winding up of the Company is effective. Upon the closing of the Business Combination, and in lieu of any cash payment, the October 10 Note shall convert into 20,000 shares of Holdings Common Stock; provided, that, should the Business Combination fail to close, the Company shall use reasonable efforts to satisfy its obligations under the note by cash payment in an amount equal to $200,000.

The Company issued a Convertible Promissory Note in the principal amount of $300,000 to Paul Gonzalez on October 29, 2025 (the "October 29 Note"). The October 29 Note provides that the principal amount is payable upon the earlier of (a) the effective date of the Business Combination pursuant to the Merger Agreement, or (b) the date that the winding up of the Company is effective. Upon the closing of the Business Combination, and in lieu of any cash payment, the October 29 Note shall convert into 60,000 shares of Holdings Common Stock; provided, that, should the Business Combination fail to close, the Company shall use reasonable efforts to satisfy its obligations under the note by cash payment in an amount equal to $600,000.

NYSE Delisting

On March 11, 2024, the Company, received correspondence from the Staff of the NYSE indicating that the Staff has determined to commence proceedings to delist the Company's Class A common stock, par value $0.0001 per share, units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, with each warrant exercisable for one share of Class A common stock of the Company and warrants from the NYSE pursuant to Section 802.01B of the NYSE's Listed Company Manual because the Company had fallen below the NYSE's continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000.

On March 11, 2024, the Company's securities were delisted from the NYSE and effective March 12, 2024, the Company's securities were available for trading in the over-the-counter (OTC Pink) market.

Proposed Business Combination

Merger Agreement

On August 12, 2024, the Company entered into the Merger Agreement by and among the parties thereto. The SPAC Board unanimously approved the Merger Agreement and the Mergers and resolved to recommend the approval and adoption of the Merger Agreement and the proposed Business Combination by the stockholders of SPAC. The proposed Business Combination is expected to be consummated after obtaining the required approvals by the stockholders of SPAC and the Requisite Members of TSH Company and the satisfaction of certain other customary closing conditions.

On November 8, 2024, SPAC entered into Amendment No. 1, on December 31, 2024, SPAC entered into Amendment No. 2, on April 30, 2025, SPAC entered into the Waiver, and on May 14, 2025, SPAC entered into Amendment No. 3.

Effect of Company Merger on Issued and Outstanding Company Membership Interests and Limited Liability Company Interests of Company Merger.

At the Effective Time (as defined in the Merger Agreement), by virtue of the Company Merger, and without any action on the part of any Party (as defined in the Merger Agreement) or any action on the part of the holders of securities of any Party, among other things:

(i) Each issued and outstanding Company Membership Interest (other than the Rollover Interests (as defined in the Merger Agreement)) shall be converted automatically into, and thereafter represent, the right to receive, and the holder of such Company Membership Interest shall be entitled to receive the Company Merger Consideration (as defined in the Merger Agreement).

(ii) All of the limited liability company interests of Company Merger Sub that are issued and outstanding immediately prior to the Effective Time shall thereupon be converted into and become one Surviving Company Unit (as defined in the Merger Agreement).

Effect of SPAC Merger on Issued and Outstanding Securities of SPAC and SPAC Merger Sub

By virtue of the SPAC Merger and without any action on the part of any Party or any action on the part of the holders of securities of any Party:

(i) Immediately prior to the Effective Time, every SPAC Unit shall be automatically separated and the holder thereof shall be deemed to hold one share of SPAC Class A Common Stock and one-half of one SPAC Public Warrant in accordance with the terms of the applicable SPAC Unit.

(ii) Each share of SPAC Common Stock issued and outstanding as of the Effective Time shall, at the Effective Time, be converted automatically into and thereafter represent the right to receive one share of Class A common stock of Holdings, par value $0.0001 per share ("Holdings Class A Common Stock"), following which all shares of SPAC Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of shares of SPAC Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided by the Merger Agreement.

(iii) At the Effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one warrant, entitling the holder to purchase one share of Holdings Class A Common Stock for $11.50 per share ("Holdings Public Warrant"), of like tenor. The SPAC Public Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Holdings Public Warrants shall have, and be subject to, substantially the same terms and conditions applicable to the SPAC Public Warrants, except as set forth in the Merger Agreement. At or prior to the Effective Time, the Parties shall take all corporate action necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Holdings Public Warrants remain outstanding, a sufficient number of shares of Holdings Class A Common Stock for delivery upon the exercise of such Holdings Public Warrants.

(iv) At the Effective Time, if there are any shares of capital stock of SPAC that are owned by SPAC as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or consideration therefor.

(v) At the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of SPAC as the surviving corporation after the SPAC Merger (the "SPAC Surviving Subsidiary"), with the same rights, powers and privileges as the shares so converted, and such shares shall constitute the only outstanding shares of capital stock of SPAC Surviving Subsidiary.

Effect of Mergers on Issued and Outstanding Securities of Holdings

At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or any action on the part of the holders of securities of any Party, all of the shares of Holdings issued and outstanding immediately prior to the Effective Time (other than the Company Common Stock Consideration and the Company Convertible Preferred Stock Consideration (as each are defined in the Merger Agreement)) shall be canceled and extinguished without any conversion thereof or consideration therefor.

Representations and Warranties; Covenants

The Merger Agreement contains representations, warranties and covenants of the Parties that are customary for transactions of this nature. The representations and warranties of the Parties will not survive the closing of the Mergers (the "Closing"). The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly, and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the Parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

Conditions to Each Party's Obligations

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions by the Parties thereto, including, among others:

(i) if applicable, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

(ii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions contemplated by the Merger Agreement;

(iii) the effectiveness of the Form S-4 registration statement to be filed with the Securities and Exchange Commission (the "SEC") with respect to registration of the offer and sale of the shares of Holdings Common Stock and Holdings Public Warrants (as each are defined in the Merger Agreement) to be issued in connection with the Business Combination;

(iv) the approval by the stockholders of SPAC of certain proposals relating to the Merger Agreement and the Business Combination (the "SPAC Stockholder Approval");

(v) the execution of the Shell Commitment Agreement by the parties thereto; (vi) the Available Closing Date Cash (as defined in the Meger Agreement) being not less than $44,000,000;

(vii) solely with respect to TSH Company, among others conditions: (a) certain representation and warranties of TSH Company being true and correct in all material respects, to applicable standards; (b) each of the agreements and covenants of TSH Company having been performed or complied with in all material respects; (c) the delivery by TSH Company to SPAC of a closing certificate; (d) irrevocable written consents of TSH Company Manager (as defined in the Merger Agreement) and the Requisite Members, in favor of the approval and adoption of the Merger Agreement and the Mergers and the other transactions contemplated by the Merger Agreement (the "Written Consent"); and (e) the execution and delivery of certain Ancillary Agreements (as defined in the Merger Agreement); and

(viii) solely with respect to SPAC, among others conditions: (a) certain representation and warranties of SPAC being true and correct in all material respects, to applicable standards; (b) each of the agreements and covenants of SPAC having been performed or complied with in all material respects; (c) the delivery by SPAC to TSH Company of a closing certificate; (d) the execution and delivery of certain Ancillary Agreements; (e) receipt of approval for listing on the NYSE, NASDAQ, or NYSE American of Holdings Class A Common Stock and Holdings Public Warrants; and (f) the resignation or removal of the officers and directors of SPAC.

Termination

The Merger Agreement may be terminated at any time prior to the Closing,

(i) by mutual written consent of the Company and SPAC;

(ii) by either TSH Company or SPAC if the Effective Time shall not have occurred prior to July 15, 2025, provided that the Party seeking termination, either directly or indirectly through its Affiliates (as defined in the Merger Agreement), is not in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a closing condition;

(iii) by either TSH Company or SPAC if any Governmental Authority (as defined in the Merger Agreement) shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) that has become final and non- appealable and has the effect of making consummation of the proposed Business Combination, including the Mergers, illegal or otherwise preventing or prohibiting consummation of the proposed Business Combination;

(iv) by SPAC if TSH Company shall have failed to deliver the PCAOB Financials (as defined in the Merger Agreement) to SPAC within sixty days after the date of the Merger Agreement;

(v) subject to certain conditions and limitations set forth in the Merger Agreement, by SPAC upon a breach of any representation, warranty, covenant or agreement on the part of TSH Company and its subsidiaries (the "Group Companies") set forth in the Merger Agreement, or if any representation or warranty of the Group Companies shall have become untrue;

(vi) subject to certain conditions and limitations set forth in the Merger Agreement, by TSH Company upon a breach of any representation, warranty, covenant or agreement on the part of the SPAC Parties set forth in the Merger Agreement, or if any representation or warranty of the SPAC Parties shall have become untrue; or

(vii) by written notice from either TSH Company or SPAC to the other if either the Written Consent or the SPAC Stockholder Approval is not obtained.

If the Merger Agreement is validly terminated, no party thereto will have any liability or any further obligation to any other party under the Merger Agreement, with certain limited exceptions, including liability for any intentional and willful breach of the Merger Agreement.

Ancillary Agreements

Support Agreements

Concurrently with the execution and delivery of the Merger Agreement, (i) the Sponsor entered into the Sponsor Support Agreement with the other parties thereto, pursuant to which, among other things, the Sponsor and certain other parties thereto agreed to vote their respective shares in favor of the proposed Business Combination and to otherwise be bound by its respective obligations under the Merger Agreement, and (ii) certain holders of Company Membership Interests entered into the Company Support Agreement, pursuant to which, among other things, such holders agreed not to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager (as defined in the Merger Agreement) in favor of the proposed Business Combination and to otherwise be bound by its respective obligations under the Merger Agreement.

Registration Rights Agreement

In connection with the Closing, Holdings, Sponsor, and certain TSH Company equity holders will enter into a registration rights agreement in a form reasonably satisfactory to the Parties, pursuant to which, among other things, Holdings will agree to provide certain TSH Company equity holders with certain rights relating to the registration for resale of the Holdings securities that they will receive in connection with the Mergers.

Warrant Amendment

In connection with the SPAC Merger, Holdings, SPAC, and the transfer agent for the SPAC Public Warrants will enter into an amendment to the agreement governing such warrants (the "Warrant Amendment") in a form reasonably satisfactory to the Parties, which will govern the terms and conditions of the Holdings Public Warrants.

Litigation

On September 6, 2024, Tyr Energy filed suit in the County Court at Law, Number 1, Nueces County, Texas against the Company, the Sponsor and certain affiliates of the Sponsor, asserting claims for breach of and tortious interference with a non-disclosure and non-circumvention agreement in connection with the public announcement of the proposed Business Combination, for which Tyr Energy seeks a temporary restraining order and temporary injunction. The Sponsor and its affiliates have specially appeared to dispute specific personal jurisdiction, and all Defendants, including the Company, vehemently dispute liability and intend to vigorously defend against Tyr Energy's claims.

In October 2024, Sponsor's affiliates removed the case to federal court in the Southern District of Texas, Corpus Christi Division. The Company and the Sponsor consented to removal. In November 2024, Sponsor and Sponsor's affiliates filed in federal court a motion to dismiss Tyr Energy's claims for lack of personal jurisdiction, improper service of process, and failure to state a claim for tortious interference and breach of contract. The Company also filed a motion to dismiss in federal court on the same basis. Tyr Energy filed a motion to remand the case back to County Court at Law, Number 1, Nueces County, Texas in January 2025. Initial briefing from both parties on the motion to remand and motions to dismiss was completed in March 2025. In mid-June 2025, the federal court set a date for a hearing on these motions for June 25, 2025. Two days before the hearing, Tyr Energy moved for leave to supplement its motion to remand.

In early July 2025, Sponsor, Sponsor's affiliates, and the Company responded to the motion for leave and the proposed supplement. The federal court has not yet ruled on the motion for leave. A hearing on the motion to remand, motions to dismiss, and motion for leave was held on August 7, 2025, and the parties are awaiting the court's decision.

Amendments to Merger Agreement

On November 8, 2024, the parties entered into Amendment No. 1. On December 31, 2024, the parties entered into Amendment No. 2. In connection with that certain Fourth Amendment to Agreement and Plan of Merger dated July 14, 2025, the parties agreed to amend the meanings of the terms Company Common Stock Consideration and Company Common Stock Consideration Amount to mean 820,000 shares of Holdings Class A Common Stock at a value of $10.00 per share issued to the Company Members pursuant to the Rollover Agreement, and $8,200,000, respectively.

On September 15, 2025, the Company entered into that certain Fifth Amendment to Agreement and Plan of Merger (the "Amendment") to that certain Agreement and Plan of Merger dated November 8, 2024 (as amended by that certain that certain Amendment to and Waiver of Agreement and Plan of Merger dated November 8, 2024, that certain Second Amendment to Agreement and Plan of Merger dated December 31, 2024, that certain Waiver to Agreement and Plan of Merger dated April 30, 2025, that certain Third Amendment to Agreement and Plan of Merger dated May 14, 2025, that certain Fourth Amendment to Agreement and Plan of Merger dated July 14, 2025, the Amendment, and as further amended or modified from time to time, the "Merger Agreement"), by and among the parties to the Merger Agreement.

Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Termination Date of the Merger Agreement to December 1, 2025. The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination and to take all requisite corporate actions to advance towards the closing of the Business Combination.

Amendment to Sponsor Support Agreement

On November 8, 2024, in connection with Amendment No. 1, the parties to the Sponsor Support Agreement entered into an Amendment to Sponsor Support Agreement, pursuant to which the parties agreed, among other things, to replace Holdings with UIGC.

Crude Oil Supply, Offtake, and Processing Agreement with STUSCO

On May 7, 2025, the Company entered into a Crude Oil Supply, Offtake, and Processing Agreement with Shell Trading (US) Company ("STUSCO") (the "Offtake Agreement"). Under the agreement, STUSCO will be the exclusive supplier of crude oil to the Company's Vernal, Utah facility, and the exclusive purchaser of refined products from the facility, for an initial term of seven years following commencement of operations, with automatic two-year renewal periods thereafter unless terminated by STUSCO. The Company is responsible for the restoration and operation of the facility at its own cost and risk, and must meet certain conditions precedent, including completion of construction and regulatory approvals, before the agreement becomes fully effective. The agreement provides for pricing based on published market indices with fixed differentials and includes provisions addressing exclusivity, right of first refusal on facility expansions, most favored nation terms, and customary termination, force majeure, and indemnification clauses.

Waiver to Merger Agreement

On April 30, 2025, the Parties to the Merger Agreement entered into that certain Waiver to Agreement and Plan of Merger (the "Waiver") pursuant to which the Parties agreed to waive Section 8.03(f) of the Merger Agreement for a period of 90 days from the Closing (the "Waiver Period"). Section 8.03(f) required that the Shares of Holdings Class A Common Stock and Holdings Public Warrants shall have been approved for listing on a National Exchange. In exchange for granting the Waiver, if the Shares of Holdings Class A Common Stock and Holdings Public are not listed on a National Exchange by the end of the Waiver Period, SPAC agreed to make monthly payments to the Company in the amount of $120,000 until the earlier of: (1) the Company has received four million dollars from such payments or (2) the Shares of Holdings Class A Common Stock and Holdings Public are listed on a National Exchange.

June 2025 Special Meeting

On June 30, 2025, the Company held a special meeting of stockholders (the "June 2025 Special Meeting"), whereby stockholders approved a proposal (a) adopt the Agreement and Plan of Merger (as amended by that certain Amendment to and Waiver of Agreement and Plan of Merger, dated November 8, 2024, as further amended by that certain Second Amendment to Agreement and Plan of Merger, dated December 31, 2024, as further amended by that certain Waiver to Agreement and Plan of Merger, dated April 30, 2025, and as further amended by that certain Third Amendment to Agreement and Plan of Merger, dated May 14, 2025, the "Merger Agreement"), by and among (i) the Company, (ii) Uinta Infrastructure Group Corp. ("Holdings"), (iii) Uinta Lower Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Lower Holdings"), (iv) Uinta Merger Co., a Delaware corporation and wholly owned subsidiary of Holdings, (v) Uinta Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Lower Holdings, (vi) Tar Sands Holdings II, LLC, and (vii) Endeavor Capital Group, LLC, and (b) to approve the Transactions, including the Mergers, and Business Combination (as each is defined in the Merger Agreement) (the "Business Combination Proposal") (discussed below).

Additionally, at the June 2025 Special Meeting, the Company stockholders approved:

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a proposal to adopt the proposed Amended and Restated Holdings Certificate of Incorporation, as the charter for the post-business combination company, which would take effect substantially concurrently with the Effective Time (as defined in the Merger Agreement) (the "Organizational Documents Proposal");

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a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Amended and Restated Holdings Certificate of Incorporation, and these proposals are being presented in accordance with the requirements of the SEC as five separate sub-proposals (the "Advisory Governance Proposals");

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a proposal to elect, effective at the Closing (as defined in the Merger Agreement), seven directors to serve on the new Holdings Board of Directors until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified (the "Election of Directors Proposal"); and

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a proposal to approve the equity incentive plan (the "Incentive Plan Proposal").

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering and an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and other expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2025, we had a net income of $5,995,512, which consisted of interest and income earned on cash and investment in the Trust Account of $7,045, change in fair value of warrant liabilities of $6,980,000, and change in fair value of conversion event of $14,464, partially offset by the operating costs of $917,076, excise tax interest and penalties of $67,884, interest expense of $18,676, and a provision for income taxes of $2,361.

For the three months ended September 30, 2024, we had a net income of $21,037, which consisted of interest and income earned on cash and investment in the Trust Account of $328,437 and a non-cash change in fair value of warrant liabilities of $209,000 partially offset by operating costs of $405,080 and a provision for income taxes of $111,320.

For the nine months ended September 30, 2025, we had a net loss of $5,562,621, which consisted of change in fair value of warrant liabilities of $2,508,000, operating costs of $2,401,679, excise tax interest and penalties of $466,319, interest expense of $235,397, change in fair value of conversion event of $3,527, and a provision for income taxes of $11,297, partially offset by the interest and income earned on cash and investment in the Trust Account of $63,598.

For the nine months ended September 30, 2024, we had a net income of $1,273,479, which consisted of interest and income earned on cash and investment in the Trust Account of $1,274,699 and a gain on change in fair value of warrant liabilities of $1,254,000 partially offset by operating costs of $890,887, and a provision for income taxes of $364,333.

Liquidity and Capital Resources

At September 30, 2025, we had $4,458 in cash and a working capital deficit of $16,867,809.

For the nine months ended September 30, 2025, cash used in operating activities was $1,561,760. Net loss of $5,562,621 was affected by change in fair value of Warrant Liabilities of $2,508,000, interest and income on cash and Trust Account investments of $63,433, interest expense of $235,397 and change in fair value of conversion event liability of $3,527. Changes in operating assets and liabilities provided $1,317,370 of cash from operating activities.

For the nine months ended September 30, 2024, cash used in operating activities was $523,726. Net income of $1,273,479 was affected by a change in the fair value of warrant liabilities of $1,254,000, and interest from cash and marketable securities held in the Trust Account of $1,274,695. Changes in operating assets and liabilities affected cash positively by $731,490 of cash for operating activities.

For the nine months ended September 30, 2025, cash provided by investing activities was $2,628,082 affected by cash withdrawn from Trust Account to pay franchise and income taxes of $72,283, cash withdrawn from Trust Account in connection with redemption of $2,765,802 and offset by cash deposited into Trust Account of $210,003.

For the nine months ended September 30, 2024, cash provided by investing activities was $50,250,851 including cash deposited in Trust Account of $540,000, withdrawal from Trust Account to pay franchise and income taxes of $83,253 and withdrawal from the Trust Account to redeeming stockholders for $50,707,598.

For the nine months ended September 30, 2025, cash used in financing activities was $1,101,802 affected by proceeds from a note payable from a related party of $1,675,000, repayment of note payable with a related party of $11,000 and redemption of common stock of $2,765,802.

For the nine months ended September 30, 2024, cash used in financing activities was $49,726,888 and included $540,000 in proceeds from a note payable from Sponsor and a related party of the Company for $440,710 and a payment to redeeming stockholders for $50,707,598.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete a Business Combination. We may withdraw interest from the Trust Account to pay taxes. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. During the three and nine months ended September 30, 2025, the Company withdrew $72,283 of interest earned in the Trust Account to pay taxes.

At September 30, 2025, we had cash of $4,458 held outside of the Trust Account, advances from related parties for $100,770 used for working capital purposes, a Note Payable due to the Sponsor of the Company for $5,393,225 for extension purposes, Notes Payable due to a related party used for working capital purposes of $2,054,710 an additional working capital loan due to the Sponsor of the Company for $17,935 and a convertible promissory note for $1,500,000.

The Company may need to raise additional funds to meet expenditures required for operating its business as it currently has insufficient funds available to operate the business prior to the initial Business Combination. If the Company is unable to complete an initial Business Combination due to insufficient available funds, it will be forced to cease operations and liquidate the Trust Account.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, there are no assurances that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these consolidated financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an initial Business Combination, it is required to liquidate and dissolve. In connection with the Company's assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements - Going Concern", management has determined that these factors raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the combination period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the combination period.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

During the period ended September 30, 2025, we had two promissory notes with a related party for and aggregate of $2,054,710 to fund working capital and a convertible promissory note for $1,500,000 outstanding. Additionally, at September 30, 2025 we owed an affiliate of the Sponsor $5,393,225 to fund costs related to the extension of the date by which the Company must consummate an initial Business Combination pursuant to the Company's Amended and Restated Certificate of Incorporation (as amended on February 9, 2023, August 8, 2023, February 12, 2024 and September 19, 2025). We had an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative services provided to the Company. This monthly fee and the balance due was waived in March 2025.

The Company has entered into an investment banking advisory services agreement pursuant to which fees will be paid upon the closing of an acquisition during the term of the agreement through 24 months after the termination of the agreement. Fees will be charged at the greater of $4,250,000 or up to 0.65% of the acquisition value if the acquisition value exceeds $900 million. The investment banking advisory fees are contingent on both the consummation and the specific terms of an initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the consolidated financial statements.

Critical Accounting Estimates

Derivative Liabilities

In determining the fair value of the Warrants and conversion event, assumptions related to market activity, expected share-price volatility, expected time to consummating a business combination, risk-free interest rate, discount rate, probability of closing on a business combination, and a market adjustment for an implied probability of closing on a business combination are utilized. The Company estimates the volatility, probability of closing on a business combination and market adjustment for implied probability of closing on a business combination based on a set of peer companies. The Company estimates common stock based on historical volatility that matches the expected remaining life of the warrants. The fair value of the warrant liabilities and conversion event liability is subject to change in future periods based on the underlying assumptions and changes in market data.

Recent Accounting Standards

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). ASC 740, "Income Taxes", requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company's financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which will require the company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The company is still reviewing the impact of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material adverse effect on the Company's consolidated financial statements.