Integrated Rail & Resources Inc.
07/24/2026 | Press release | Distributed by Public on 07/24/2026 14:15
Change in Certifying Accountants (Form 8-K)
Item 4.01. Changes in Registrant's Certifying Accountant.
| (a) | On July 20, 2026, Integrated Rail & Resources Inc. ("Company") was advised by Ham, Langston & Brezina, LLP ("HL&B"), the Company's independent registered public accounting firm, that HL&B completed a transaction pursuant to which, among other things, CohnReznick LLP ("CohnReznick") acquired certain assets of HL&B. In connection with the closing of this transaction, HL&B has resigned as the Company's independent registered public accounting firm. |
| (b) | On July 23, 2026 the Audit Committee of the Company's Board of Directors approved the appointment of CohnReznick as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2026. |
The audit reports of HL&B on the Company's consolidated financial statements as of and for the years ended December 31, 2025 and 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained an explanatory paragraph regarding the Company's ability to continue as a going concern.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through July 20, 2026, there were no (a) disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with HL&B on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to HL&B's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with CohnReznick regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject of a "disagreement," as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that item, or a "reportable event," as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided HL&B with a copy of the disclosures the Company is making in response to Item 4.01 in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission ("Commission") and requested that HL&B furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of HL&B's letter to the Commission, dated July 24, 2026, is filed as Exhibit 16.1 to this Form 8-K and is incorporated herein by reference.
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