Integrated Rail and Resources Acquisition Corp. (IRRX) is a SPAC with no operating business. Since its IPO in November 2021, IRRX has been searching for a merger target, and in August 2024, it signed a merger agreement with Tar Sands Holdings II, a Utah-based entity that owns a crude oil refining and terminaling facility in Vernal, Utah. If the deal closes, the combined company — to be renamed Uinta Infrastructure Group — would operate this facility, which is designed to receive crude feedstock delivered by truck, process it, and produce refined products including LPG, Naphtha, Gasoil, and ULSFO, at a target capacity of roughly 15,000 barrels per day. The intended business model centers on a toll-processing arrangement with Shell's trading arm, STUSCO, under a non-binding letter of intent in which STUSCO would supply all crude feedstock and purchase all refined output, paying IRRX a per-barrel processing fee indexed to WTI pricing. STUSCO would also guarantee roughly $400K/month in minimum revenue for five years, with upside profit sharing tied to crack spreads. The facility is not expected to be operational until December 31, 2028. The deal faces serious execution risk: stockholder redemptions have left the trust with only ~$3.2M against a $44M minimum cash closing condition, IRRX was delisted from the NYSE in March 2024, auditors have flagged going concern doubt, and the merger deadline is May 15, 2025.