UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER

SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION

OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-41048

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

400 W. MORSE BOULEVARD, SUITE 220

WINTER PARK, FL 32789

(321) 972-1583

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Units, each consisting of one share of Class A Common Stock and one redeemable warrant

Class A Common Stock, par value $0.0001 per share

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Approximate number of holders of record as of the certification or notice date: 1 holder of record of units, 24 holders of record of Class A Common Stock, par value $0.0001 per share and 2 holders of record of Warrants.

Pursuant to the requirements of the Securities Exchange Act of 1934, Integrated Rail and Resources Acquisition Corp. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.