UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 16, 2021

RXR Acquisition Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (516) 506-6797

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On March 16, 2021, the Company issued a press release announcing the closing of the underwriters’ option to purchase an additional 4,500,000 Units (as defined below) (the “Over-allotment Option”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents thereof are incorporated herein by reference.

On March 3, 2021, the Company consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and one-fifth of one warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $300,000,000. On March 3, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 5,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, RXR Acquisition Sponsor LLC generating gross proceeds to the Company of $8,000,000.

On March 16, 2021, the Company consummated the closing of the Over-Allotment Option, pursuant to which the underwriters purchased an aggregate of 4,500,000 additional Units (the “Over-Allotment Units”), which were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $45,000,000. On March 16, 2021, in connection with the sale of Over-Allotment Units, the Company completed a private sale of an additional 600,000 Private Placement Warrants to the Sponsor generating gross proceeds to the Company of $900,000.

A total of $345,000,000, comprised of $338,100,000 of the proceeds from the IPO, including $12,075,000 of the underwriters’ deferred discount, and $6,900,000 of the proceeds from the Private Placement, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

The Company has provided an unaudited pro forma balance sheet as of March 16, 2021, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the sale of the Private Placement Warrants on March 16, 2021, which is included in Exhibit 99.2 to this Current Report on Form 8-K. 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

RXR Acquisition Corp. Announces Closing of Over-Allotment Option in Connection with its Initial Public Offering

Uniondale, NY, March 16, 2021 (GLOBE NEWSWIRE) -- RXR Acquisition Corp. (the “Company”) today announced the closing of the issuance of an additional 4,500,000 units pursuant to the full exercise of the underwriters' over-allotment option in connection with the Company's initial public offering. The additional units were sold at the initial offering price of $10.00 per unit, resulting in additional gross proceeds of $45,000,000 and bringing the total gross proceeds of the initial public offering to $345,000,000.

The Company’s units began trading on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “RXRA.U” on March 4, 2021. Each unit consists of one share of the Company’s Class A common stock and one-fifth of one redeemable warrant of the Company. Each whole warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “RXRA” and “RXRA.WS,” respectively.

Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as joint-book running managers for the offering.

Of the proceeds received from the consummation of the offering (as well as the exercise of the option to purchase additional units) and a simultaneous private placement of warrants, $345,000,000 (or $10.00 per unit sold in the offering) was placed in trust. An audited balance sheet of the Company as of March 8, 2021 reflecting the receipt of the proceeds upon consummation of the initial public offering and the private placement (but not including the closing of the additional units described herein) was included as an exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on March 12, 2021.

The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com.

Registration statements relating to the securities were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2021. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About RXR Acquisition Corp.

RXR Acquisition Corp. is a special purpose acquisition company formed by RXR Realty LLC, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it expects to focus its search for a target business combination that operates at the intersection of real estate and technology, also known as “PropTech,” including immediately adjacent ecosystems to real estate such as logistics, modern mobility, financial services and technologies that address problems or inefficiencies associated with urbanization, also known as “Urban Tech.”

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact Information

Exhibit 99.2

RXR Acquisition Corp.

The following unaudited Pro Forma Balance Sheet presents the Balance Sheet of RXR Acquisition Corp. (the “Company”) as of March 8, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on March 16, 2021. The following unaudited Pro Forma Balance Sheet has been prepared in accordance with Article 11 of Regulation S-X.

Assumptions and estimates underlying the unaudited transaction accounting adjustments set forth in the unaudited Pro Forma Balance Sheet are described in the accompanying notes. The unaudited Pro Forma Balance Sheet has been presented for illustrative purposes only and is not necessarily indicative of the financial position that would have been achieved had the over-allotment option and related transactions occurred on the date indicated. Further, the unaudited Pro Forma Balance Sheet does not purport to project the future financial position of RXR Acquisition Corp. following the sale of the units upon the underwriters’ exercise of the over-allotment, and other related transactions. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited Pro Forma Balance Sheet and are subject to change as additional information becomes available and analyses are performed.

RXR ACQUISITION CORP.

UNAUDITED PRO FORMA BALANCE SHEET

March 8, 2021

RXR ACQUISITION CORP.

NOTES TO UNAUDITED PRO FORMA BALANCE SHEET

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of RXR Acquisition Corp. (the “Company”) as of March 8, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on March 16, 2021 as described below.

The Company consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”) on March 8, 2021. Each Unit consists of one share of Class A common stock, and one-fifth of one redeemable warrant (each, a "Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300.0 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in full and on March 16, 2021 purchased an additional 4,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $45.0 million, and incurred additional offering costs of approximately $2.5 million, of which approximately $1.6 million was for deferred underwriting fees.

Simultaneously with the closing of the IPO on March 8, 2021, the Company completed a private placement (the “Private Placement”) of an aggregate of 5,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to RXR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating proceeds of $8.0 million. Simultaneously with the closing of the Over-allotment on March 16, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 600,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $900,000. 

In addition, the Sponsor agreed to forfeit up to 1,125,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters exercised their over-allotment option on March 16, 2021; thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.

Transaction accounting adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows: