Change in Certifying Accountants Form 8 K

Item 4.01. Changes in Registrant's Certifying Accountant.

As previously disclosed, on August 12, 2024, Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger by and among the Company, Tar Sands Holdings II, LLC, a Utah limited liability company ("Tar Sands"), and certain other parties thereto.

Dismissal of Marcum

On November 1, 2024, the Company, with the approval of the audit committee (the "Committee") of the Company's board of directors (the "Board"), dismissed Marcum LLP ("Marcum") as the independent registered public accounting firm for the Company, effective immediately, due to Marcum's merger with CBIZ, Inc. on November 1, 2024, which may cause independence concerns between Marcum and the Company as CBIZ, Inc. has provided certain financial statement preparation and audit readiness services to Tar Sands. Marcum's audit reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (i) no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum would have caused them to make reference thereto in connection with their reports on the financial statements for such years and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that, as reported in the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024 (the "Quarterly Reports"), there was a material weakness in its internal control over financial reporting identified during the period ended March 31, 2024, relating to the Company's calculation of amounts due and payment of funds from the Company's trust account to certain redeeming stockholders.

As reported in the Quarterly Reports, the material weakness did not result in any material misstatements to the Company's consolidated financial statements for the periods ended March 31, 2024 and June 30, 2024. The Committee has discussed this matter with Marcum and will authorize Marcum to respond fully to any inquiries of the Company's successor independent registered public accounting firm concerning this material weakness in accordance with Item 304 of Regulation S-K.

The Company has requested that Marcum furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated November 4, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Engagement of HL&B

On November 1, 2024, with the approval of the Committee, the Company engaged Ham, Langston & Brezina, LLP ("HL&B") as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024, effective beginning with the review of the Company's condensed financial statements for the quarter ended September 30, 2024.

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