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): April 21, 2021
RXR Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40148 | 86-1258996 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| 625 RXR Plaza Uniondale, NY |
11556 | |||
| (Address of principal executive offices) | (Zip Code) | |||
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-fifth redeemable warrant | RXRAU | The Nasdaq Capital Market LLC | ||
| Class A common stock, par value $0.0001 per share | RXRA | The Nasdaq Capital Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at exercise price of $11.50 per share | RXRAW | The Nasdaq Capital Market LLC |
| ☒ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 8.01. Other Events.
On April 21, 2021, RXR Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock and warrants comprising the Units commencing on April 26, 2021. Those Units not separated will continue to trade on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “RXRAU,” and each of the Class A common stock and warrants that are separated will trade on the Nasdaq under symbols “RXRA” and “RXRAW,” respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 21, 2021. | |
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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.
| Dated: April 21, 2021 |
RXR ACQUISITION CORP.
| |||||
| By: |
/s/ Jason Barnett | |||||
| Name: Jason Barnett | ||||||
| Title: General Counsel | ||||||
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Exhibit 99.1
RXR Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 26, 2021
Uniondale, NY, April 21, 2021 – RXR Acquisition Corp. (the “Company”) today announced that commencing April 26, 2021, holders of the units sold in the Company’s initial public offering of 34,500,000 units may elect to separately trade the shares of Class A common stock and warrants included in the units. Shares of Class A common stock and warrants that are separated will trade on the Nasdaq Capital Market LLC (“Nasdaq”) under the ticker symbol “RXRA” and “RXRAW,” respectively. Those units not separated will continue to trade on the Nasdaq under the symbol “RXRAU” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A common stock and warrants.
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. The offering of units was made by means of a prospectus. 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.
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
Michael Maturo
Chief Financial Officer
(516) 506-6797