EX-4.2





 Exhibit 4.2 
  

			
	 NUMBER
	  	 NUMBER

		  	 C-

		  	 SHARES

		  	 SEE REVERSE FOR CERTAIN DEFINITIONS

		  	 CUSIP 45827R 106


 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

CLASS A COMMON STOCK 
 This Certifies that

 is the owner of 
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH SHARE OF COMMON STOCK OF 
 INTEGRATED RAIL AND
RESOURCES ACQUISITION CORP. 
 (THE “COMPANY”) 

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 

The Company will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination
by                , 2023, all as more fully described in the Company’s final prospectus dated
                , 2021. 
 This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the seal of the Company and the facsimile signatures of its duly authorized
officers. 
  

					
	 Chief Executive Officer
	  	[Corporate Seal] Delaware	 	 Chief Financial Officer


 INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held
subject to all the provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from
the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

											
	 TEN COM
	 	— as tenants in common	  	 UNIF GIFT
	 	—	  	 Custodian

		 		  	 MIN

ACT
	 		  	  
	  	  

	 TEN ENT
	 	— as tenants by the entireties	  		 		  	(Cust)	  	(Minor)
	 JT TEN
	 	— as joint tenants with right of survivorship and not as tenants in common	  		 		  	 under Uniform Gifts to Minors Act

					
		 		  		 		  	(State)

 Additional abbreviations may also be used though not in the above list. 

For value received,         hereby sells, assigns and transfers unto 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) 












 (PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) 

shares of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints 

Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises. 

 

	
	 Dated:

	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 Signature(s) Guaranteed:

	 By



  
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	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).

 In each case, as more fully described in the Company’s final prospectus
dated                , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds
held in the trust account established in connection with its initial public offering only in the event that (i) the Company redeems the shares of Class A common stock sold in the Company’s initial public offering and liquidates
because it does not consummate an initial business combination within the time period set forth in the Corporation’s amended and restated certificate of incorporation, as the same may be amended from time to time (such date being referred to
herein as the “Last Date”), (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of
incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by the Last Date, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting
forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account. 

  
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