QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
The | |||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
June 30, 2022 (Unaudited) |
December 31, 2021 |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities and Stockholders’ Deficit: |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Income tax payable |
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Franchise tax payable |
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Note payable - related party |
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Total current liabilities |
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Derivative warrant liabilities |
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Deferred underwriting commissions |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock, $ |
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Stockholders’ Deficit: |
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Preferred stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total stockholders’ deficit |
( |
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Total Liabilities and Stockholders’ Deficit |
$ |
$ |
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For The Three Months Ended June 30, 2022 |
For The Three Months Ended June 30, 2021 |
For The Six Months Ended June 30, 2022 |
For The Period From January 5, 2021 (Inception) Through June 30, 2021 |
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General and administrative expenses |
$ | $ | $ | $ | ||||||||||||
General and administrative expenses - related party |
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Franchise tax expenses |
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Loss from operations |
( |
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) | ( |
) | ( |
) | ||||||||
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Other income (expense) |
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Change in fair value of derivative warrant liabilities |
( |
) | ||||||||||||||
Offering costs associated with derivative warrant liabilities |
( |
) | ||||||||||||||
Income from investments held in Trust Account |
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Total other income (expense), net |
( |
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Net income (loss) before income taxes |
( |
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Income tax expense |
( |
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Net income (loss) allocable to common stockholders |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
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Weighted average shares outstanding of Class A common stock |
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Basic and diluted net income (loss) per share, Class A |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
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Weighted average shares outstanding of Class B common stock |
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Basic and diluted net income (loss) per share, Class B |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
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Stockholders’ Deficit |
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Total |
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Class A Common Stock subject to possible redemption |
Class B Common Stock |
Additional Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance - March 31, 2022 |
( |
) |
( |
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Deemed dividend - increase in redemption value of Class A common stock subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance - June 30, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
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Stockholders’ Equity (Deficit) |
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Total |
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Class A Common Stock subject to possible redemption |
Class B Common Stock |
Additional Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance - January 5, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross |
— | — | — | — | — | |||||||||||||||||||||||
Offering costs |
— | ( |
) | — | — | — | — | — | ||||||||||||||||||||
Excess cash received over the fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Deemed dividend to Class A stockholders |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance - March 31, 2021 |
— |
( |
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( |
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Net loss |
— | — | — | — | — | ( |
) | ( |
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Balance - June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For The Six Months Ended June 30, 2022 |
For The Period From January 5, 2021 (Inception) Through June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||
Offering costs associated with derivative warrant liabilities |
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Income from investments held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
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Accounts payable and accrued expenses |
( |
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Income tax payable |
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Franchise tax payable |
( |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds from issuance of Class B common stock to Sponsor |
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Borrowings under note payable with related party |
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Repayment of note payable to related party |
( |
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Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
— | |||||||
Offering costs paid |
( |
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Net cash provided by financing activities |
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Net change in cash |
( |
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Cash - beginning of the period |
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Cash - end of the period |
$ |
$ |
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Supplemental disclosure of noncash activities: |
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Offering costs included in accrued expenses |
$ | $ | ||||||
Deferred underwriting commissions |
$ | $ | ||||||
Deemed dividend to Class A stockholders |
$ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For The Six Months Ended June 30, 2022 |
For The Period From January 5, 2021 (Inception) Through June 30, 2021 |
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Basic and diluted net income per common share |
Class A |
Class B |
Class A |
Class B |
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Numerator: |
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Allocation of net income |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||
Denominator: |
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Basic and diluted weighted average common shares outstanding |
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Basic and diluted net income, as adjusted, per common share |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
For The Three Months Ended June 30, 2022 |
For The Three Months Ended June 30, 2021 |
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Basic and diluted net income per common share |
Class A |
Class B |
Class A |
Class B |
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Numerator: |
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Allocation of net income, as adjusted |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||
Denominator: |
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Basic and diluted weighted average common shares outstanding |
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Basic and diluted net income, as adjusted, per common share |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
For The Six Months Ended June 30, 2022 |
For The Period From January 5, 2021 (Inception) Through June 30, 2021 |
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Net income (loss) as reported |
$ | $ | ( |
) | ||||
Reconciliation Items: |
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Excess cash received over the fair value of private placement warrants |
( |
) | ||||||
Deemed dividend to Class A stockholders |
( |
) | ( |
) | ||||
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Allocation of net income (loss), as adjusted |
$ | $ | ( |
) | ||||
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For The Three Months Ended June 30, 2022 |
For The Three Months Ended June 30, 2021 |
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Net income (loss) as reported |
$ | $ | ( |
) | ||||
Reconciliation Items: |
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Excess cash received over the fair value of private placement warrants |
( |
) | ||||||
Deemed dividend to Class A stockholders |
( |
) | ( |
) | ||||
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Allocation of net income (loss), as adjusted |
$ | $ | ( |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of Class A common stock for any |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
June 30, 2022 |
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Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account-Money market fund |
$ | $ | — | $ | — | |||||||
Liabilities: |
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Derivative warrant liabilities-Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities-Private placement warrants |
$ | — | $ | $ | — | |||||||
Note payable - related party |
$ |
— |
$ |
— |
$ |
December 31, 2021 |
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Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account-Money market fund |
$ | $ | — | $ | — | |||||||
Liabilities: |
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Derivative warrant liabilities-Public warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities-Private placement warrants |
$ | — | $ | $ | — |
Note payable - related party at January 1, 2022 |
$ |
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Borrowing from sponsor |
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Note payable - related party at June 30, 2022 |
$ |
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Derivative warrant liabilities at March 3, 2021 (inception) |
$ | |||
Issuance of Public and Private Warrants |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
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Derivative warrant liabilities at March 31, 2021 |
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Transfer of Public Warrants to Level 1 |
( |
) | ||
Transfer of Private Placement Warrants to Level 2 |
( |
) | ||
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Derivative warrant liabilities at June 30, 2021 |
$ | |||
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* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: |
RXR ACQUISITION CORP. | |||||
By: | /s/ Scott Rechler | |||||
Name: | Scott Rechler | |||||
Title: | Chief Executive Officer and Chairman |
Exhibit 10.1
THIS PROMISSORY NOTE (THIS NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PROMISSORY NOTE
Principal Amount: Not to Exceed $1,500,000 Dated as of May 10, 2022
(See
FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, RXR Acquisition Corp. (the Maker), promises to
pay to the order of RXR Acquisition Sponsor LLC or its registered assigns or successors in interest (the Payee), or order, the principal balance as set forth on
1. Principal.
(a) Maturity Date. All unpaid principal under this Note shall be due and payable in full on the earlier of (i) March 8, 2023 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (the Business Combination) (such earlier date, the Maturity Date), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding Principal Amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty.
(b) Form of Payment. At the sole discretion of Payee, upon written notice to Maker not less than ten (10) business days prior to the Maturity Date (the Election Notice), Payee may elect to have up to $1,500,000 in unpaid Principal Amount due under this Note paid in newly issued warrants to acquire common stock of the Payee (the Private Warrants), at an issue price of $1.50 per Private Warrant, with terms identical to those Private Placement Warrants set forth in that certain Warrant Agreement, dated March 3, 2021 by and between Maker and Continental Stock Transfer & Trust Company. For the avoidance of doubt, all such remaining unpaid Principal Amount due under this Note at the Maturity Date shall be paid by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
2. Interest. No interest shall accrue on the unpaid balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys fees, then to the payment in full of any late charges and finally to the reduction of the unpaid Principal Amount due under this Note.
4. Events of Default. The occurrence of any of the following shall constitute an event of default (Event of Default):
(a)
(b)
(c)
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid Principal Amount of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
6. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Makers liability hereunder.
8. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
2
9. Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.
10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (Claim) in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO on March 5, 2021 and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
13. Successors and Assigns. Subject to the restrictions on transfer in Sections 14 and 15 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
14. Transfer of this Note. With respect to any sale or other disposition of this Note, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 14 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of the Principal Amount hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof Permitted Transfer shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants pursuant to Section 4(c) of that certain Letter Agreement, dated March 3, 2021, among the Maker, the Payee and the other parties thereto.
15. Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.
[Signature Page Follows]
3
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
RXR ACQUISITION CORP. | ||
By: | /s/ Michael Maturo | |
Name: Michael Maturo | ||
Title: Chief Financial Officer |
Acknowledged and agreed as of the date first above written. | ||
RXR ACQUISITION SPONSOR LLC | ||
By: | /s/ | |
Name: Jason Barnett | ||
Title: Authorized Person |
[Signature Page to Promissory Note]
4
SCHEDULE A
Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the Principal Amount due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.
Date |
Drawing |
Description |
Principal Amount | |||
February 18, 2022 |
$150,000 | Working Capital | $150,000 | |||
April 13, 2022 |
$6,000 | Working Capital | $156,000 | |||
April 20, 2022 |
$144,000 | Working Capital | $300,000 | |||
May 27, 2022 |
$150,000 | Working Capital | $450,000 |
5
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Rechler, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter
ended |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: |
By: | /s/ Scott Rechler | ||||
Scott Rechler | ||||||
Chief Executive Officer and Chairman of the Board of Directors | ||||||
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Maturo, certify that:
1. | I have reviewed this Quarterly Report on Form |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos.
33-8238/34-47986 |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: |
By: | /s/ Michael Maturo | ||||
Michael Maturo | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RXR Acquisition Corp. (the Company) on Form
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date:
/s/ Scott Rechler | ||||||
Name: | Scott Rechler | |||||
Title: | Chief Executive Officer and Chairman of the Board of Directors | |||||
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RXR Acquisition Corp. (the Company) on Form
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Michael Maturo | ||||||
Name: | Michael Maturo | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |