FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DHIP Natural Resources Investments, LLC		 2. Issuer Name and Ticker or Trading Symbol

INTEGRATED RAIL & RESOURCES ACQUISITION CORP [ IRRX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O INTEGRATED RAIL & RESOURCES ACQ CORP, 6100 SOUTHWEST BOULEVARD, SUITE 320		 3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2021
(Street)

FORT WORTH, TX 76109
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B common stock, par value $0.0001  (1)11/16/2021  J (1)    1515160   (1) (1)Class A common stock, par value $0.0001 1515160 $0.00 4234840 D  
Explanation of Responses:
(1) In connection with the closing of the initial public offering of Integrated Rail and Resources Acquisition Corp. (the "Issuer"), 1,515,160 shares of Class B common stock, par value $0.0001 ("Class B Common Stock") held by DHIP Natural Resources Investments, LLC were cancelled in connection with the Issuer's issuance of the same number of shares of Class B Common Stock to its anchor investors. As a result, the Reporting Person now beneficially owns 4,234,840 shares of Class B Common Stock of the Issuer. Shares of Class B Common Stock will automatically convert into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date, as described in the Issuer's registration statement as filed with the Securities and Exchange Commission (File No. 333-256381) under the heading "Description of Securities - Founder Shares".

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DHIP Natural Resources Investments, LLC
C/O INTEGRATED RAIL & RESOURCES ACQ CORP
6100 SOUTHWEST BOULEVARD, SUITE 320
FORT WORTH, TX 76109
X
Signatures
DHIP Natural Resources Investments, LLC By:_/s/ Mark Michel Name: Mark Michel Title: Managing Partner3/9/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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