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Name | Symbol | Market | Type |
---|---|---|---|
RXR Acquisition Corporation | NASDAQ:RXRAU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
☒ | ANNUAL 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 |
Delaware |
86-1258996 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
625 RXR Plaza Uniondale, |
11556 | |
(Address of principal executive offices) |
(Zip Code) |
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, $0.0001 par value, and one-fifth of one redeemable warrant |
RXRAU |
The Nasdaq Capital Market LLC | ||
Class A common stock included as part of the units |
RXRA |
The Nasdaq Capital Market LLC | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
RXRAW |
The Nasdaq Capital Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging |
☒ |
Page |
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Item 1A. |
15 |
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Item 1B. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
50 |
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Item 6. |
51 |
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Item 7. |
51 |
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Item 7A. |
56 |
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Item 8. |
56 |
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Item 9. |
56 |
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Item 9A. |
56 |
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Item 9B. |
56 |
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Item 9C. |
56 |
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Item 10. |
57 |
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Item 11. |
64 |
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Item 12. |
65 |
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Item 13. |
66 |
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Item 14. |
68 |
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Item 15. |
69 |
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Item 16. |
71 |
• |
We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• |
The recent COVID-19 pandemic and the impact on the economy, businesses and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately consummate a business combination. |
• |
Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our business combination even though a majority of our public stockholders do not support such a combination. |
• |
If we seek stockholder approval of our business combination, our Sponsor, officers and directors have agreed to vote in favor of such business combination, regardless of how our public stockholders vote. |
• |
Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination. |
• |
The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• |
The ability of our public stockholders to exercise redemption rights with respect to a large number of shares of our Class A common stock may prevent us from completing desirable business combinations or optimizing our capital structure. |
• |
The ability of our public stockholders to exercise redemption rights with respect to a large number of shares of our Class A common stock could increase the risk that we are unable to close our business combination and that you will have to wait for the liquidation of our trust account in order to redeem your stock. |
• |
The requirement that we complete our business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholders. |
• |
We may not be able to complete our business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
• |
The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received by stockholders may be less than $10.00 per share. |
• |
If we seek stockholder approval of our business combination, our Sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities. |
• |
If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• |
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
• |
You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• |
Nasdaq may delist our securities from trading on its exchange, which could limit stockholder’s ability to make transactions in our securities and subject us to additional trading restrictions. |
• |
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. |
• |
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share. |
• |
Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. |
• |
We may not hold an annual meeting of stockholders until after the consummation of our business combination. Our public stockholders will not have the right to elect directors prior to the consummation of our business combination. |
• |
We are dependent upon our officers and directors and their departure could adversely affect our ability to operate. |
• | Large and growing addressable market : Real Estate is the largest asset class in the world representing $253.3 trillion (excluding agricultural) in asset value globally in 2017, according to Savills Inc. According to the US Bureau of Economic Analysis, the US real estate and construction sectors combined constituted 16.4% of GDP in 2019. That is over twice the size of the financial and insurance sectors in the US and is approximately 4% greater than the entire US federal, state, and local governments combined. |
• | Accelerating private market activity : Private investment into the sector may be an indicator for future opportunities in the public markets. Since 2015, investment into US real estate-related technology has grown at an annual rate of 42%, reaching $8 billion in 2019, according to CB Insights. In addition, there is an acceleration of value in the private markets. Of the PropTech “unicorns,” or venture-backed businesses with valuation greater than $1 billion, approximately half reached this status in 2019 or 2020 alone, according to CB Insights. |
• | Demographic shift : Millennials have surpassed Baby Boomers as the nation’s largest living adult generation at 72.1 million as of 2019, and comprise a huge part of the workforce, according to population estimates from the U.S. Census Bureau. As Millennials and Generation Z continue to take over leadership roles across all industries, but specifically real estate, technology adoption will continue to accelerate. Additionally, as the digitally native population grows, we believe changes to consumer and business behavior, particularly as it relates to the prevalence of omnichannel transactions, will serve as a forcing function for real estate incumbents to adopt new technology-enabled approaches to their business, similar to what has already occurred with the rise of e-commerce and its impact on the retail sector. |
• | Intersection with financial services : Software platforms and connected devices related to PropTech generate large amounts of data, allowing for greater transparency, predictive analytics, and personalized services. This new data can be leveraged to provide greater access to credit, financial services and housing, as examples. Furthermore, we believe that the ability to embed financial services in software platforms will allow PropTech companies to include financial products as a part of their offering, thereby expanding the size of their addressable market. |
• | Exceptional management team : We intend to partner with a company that has a strong and ambitious management team with the vision and ability to execute on a growth strategy resulting in a lasting business and meaningful enterprise value creation. |
• | Large addressable market : Given the size and scope of the PropTech industry and adjacent subcategories that intersect both real estate and technology (such as financial services, transportation, logistics, and infrastructure), we intend to seek companies with the potential to be category leaders and achieve significant market share within their respective category. |
• | Strong unit economics and path to profitability : We believe a company should have proven unit economics today and the ability or a visible path to generate significant long-term cash flow, even if it anticipates reinvesting that cash flow to achieve future growth. |
• | Sustainable competitive differentiation : We believe a company should have a unique and sustainable competitive advantage resulting in long-lasting growth and attractive margins relative to competitors. |
• | Preparedness to be a public company : We believe a company should be prepared for the scrutiny of the public markets, with the appropriate infrastructure, corporate governance, and regulatory reporting policies and capabilities in place to succeed as publicly traded enterprise. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets | No | |
Purchase of stock of target not involving a merger with the company | No | |
Merger of target into a subsidiary of the company | No | |
Merger of the company with a target | Yes |
• | We issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | The issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination, which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies. |
• | may significantly dilute the equity interest of investors in the IPO; |
• | may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | adverse changes in international, national, regional or local economic, demographic and market conditions, as well as global health crises, such as the COVID-19 pandemic, all of which may materially adversely affect market demand and pricing; |
• | adverse changes in financial conditions of buyers, sellers and tenants of properties, which could adversely affect demand for our products and services; |
• | competition from other companies and businesses that service the real estate industry by providing real estate adjacent technologies and solutions, including PropTech businesses; |
• | the ability to develop successful new products or improve existing ones; |
• | the disruption or failure of our networks, systems, platform or technology that frustrate or thwart our users’ ability to access our products and services, which may cause our users, advertisers, and partners to cut back on or stop using our products and services altogether, which could harm our business; |
• | an inability to deal with our or customers’ privacy concerns; |
• | mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products, which could harm our business and reputation; |
• | fluctuations in interest rates, which could adversely affect the ability of buyers, developers, investors and tenants of properties to obtain financing on favorable terms or at all; |
• | rapid change, increasing consumer expectations and growth; |
• | litigation and other legal proceedings, including related to licenses or enforcement of intellectual property rights on which our business may depend; |
• | the ability to attract and retain highly skilled employees; |
• | environmental risks; and |
• | civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters and acts of war or terrorism, which may result in uninsured losses. |
Name |
Age | Title | ||||
Scott Rechler |
54 | Chief Executive Officer and Chairman and Director | ||||
Michael Maturo |
60 | Chief Financial Officer and Director | ||||
Jason Barnett |
53 | General Counsel and Director | ||||
Matthew Boras |
38 | Senior Vice President – Investments | ||||
Richard Florida |
64 | Director | ||||
Magalie Laguerre-Wilkinson |
51 | Director | ||||
Richard Saltzman |
65 | Director | ||||
Martin Luther King III |
64 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Scott Rechler | RXR Realty LLC | Real estate | Chief Executive Officer, Chairman | |||
Michael Maturo | RXR Realty LLC | Real estate | President | |||
Jason Barnett | RXR Realty LLC | Real estate | Vice Chairman, General Counsel, Chief Administrative Officer | |||
Matthew Boras | RXR Realty LLC | Real estate | Senior Vice President – Investments | |||
Richard Florida | N/A | |
| |||
Magalie Laguerre-Wilkinson | N/A | |
| |||
Richard Saltzman | Kimco Realty Corporation | Real Estate | Director | |||
|
Equiem Holdings Pty Ltd. | Real Estate | Director | |||
|
Ranger Global Real Estate Advisors | Real Estate | Senior Advisor and Advisory Board Member | |||
|
Peaceable Street Capital | Real Estate | Senior Advisor and Advisory Board Member | |||
Martin Luther King III | Forest Road Acquisition Corp. | Blank check company | Director | |||
MetWest | Mutual Fund Complex | Director, Chairman of the Nominating and Governance Committee of the Board of Directors |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial stockholders purchased founder shares prior to the date of this prospectus and our sponsor will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our initial stockholders, including our sponsor, and our officers and directors have entered into agreements with us pursuant to which they have agreed to waive their redemption rights in connection with the completion of our initial business combination with respect to their founder shares and any public shares they hold. The members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the |
private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the final prospectus for our IPO. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. Subject to certain limited exceptions, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock, on an as-converted basis; |
• | each of our named executive officers and directors; and |
• | all our executive officers and directors as a group. |
Number of Shares of Class A Common Stock Beneficially Owned |
Approximate Percentage of Outstanding Class A Common Stock |
Number of Shares Of Class B Common Stock Beneficially Owned (2) |
Approximate Percentage of Class B Common Stock |
Approximate Percentage of Voting Control |
||||||||||||||||
Name and Address of Beneficial Owner (1) |
||||||||||||||||||||
RXR Acquisition Sponsor LLC (2)(3) |
— | — | 8,481,000 | 98.3 | % | 19.7 | % | |||||||||||||
|
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Scott Rechler |
— | — | — | — | — | |||||||||||||||
Michael Maturo |
— | — | — | — | — | |||||||||||||||
Jason Barnett |
— | — | — | — | — | |||||||||||||||
Richard Florida (2) |
— | — | 36,000 | * | * | |||||||||||||||
Magalie Laguerre-Wilkinson (2) |
— | — | 36,000 | * | * | |||||||||||||||
Richard Saltzman (2) |
— | — | 36,000 | * | * | |||||||||||||||
Martin Luther King III (2) |
— | — | 36,000 | * | * | |||||||||||||||
All officers and directors as a group (7 individuals) |
— | — | 8,625,000 | 100 | % | 20 | % | |||||||||||||
Guggenheim Capital, LLC (4) |
3,426,282 | 9.9 | % | 9.9 | % | |||||||||||||||
Kenneth Griffin (5) |
2,004,983 | 5.8 | % | 5.8 | % |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the following is 625 RXR Plaza, Uniondale, NY 11556. |
(2) | Interests shown consist solely of Founder Shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one |
(3) | RXR Acquisition Sponsor LLC is the record holder of the shares reported herein. The sole member of our sponsor is RXR. |
(4) | Based on a Schedule 13G filed the SEC on February 14, 2022 by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, and Guggenheim Partners Investment Management, LLC (“GPIM”) Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC and GPIM. Guggenheim Capital, LLC may be deemed the beneficial owner of 3,426,282 shares of Class A common stock, which amount includes 3,344,122 shares of Class A common stock directly beneficially owned by GPIM, and indirectly by Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II, LLC and Guggenheim Partners, LLC and 82,160 shares of Class A common stock held by other subsidiaries of Guggenheim Capital, LLC. The business address of Guggenheim Capital, LLC is 227 West Monroe Street, Chicago, IL 60606. |
(5) | Based on a Schedule 13G filed the SEC on February 14, 2022 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin, Mr. Griffin may be deemed the beneficial owner of 2,004,983 shares of Class A common stock, which amount includes 2,001,400 shares of Class A common stock that may be deemed beneficially owned by Citadel Advisors, CAH and CGP and 3,583 shares of Class A common stock that may be deemed beneficially owned by Citadel Securities, CALC4 and CSGP. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The business address of Mr. Griffin is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(1) | Financial Statements |
(2) | Financial Statement Schedules |
(3) | The following Exhibits are filed or incorporated by reference as part of this report: |
* | Filed herewith |
** | Furnished herewith |
RXR Acquisition Corp. | ||||
Date: March 21, 2022 | By: | /s/ Scott Rechler | ||
Name: Scott Rechler Title: Chief Executive Officer and Chairman | ||||
By: | /s/ Michael Maturo | |||
Name: Michael Maturo | ||||
Title: Chief Financial Officer |
Signature |
Title |
Date | ||
/s/ Scott Rechler |
Chief Executive Officer, Chairman and Director (Principal Executive Officer) | March 21, 2022 | ||
/s/ Michael Maturo |
Chief Financial Officer and Director (Principal Financial and Accounting Officer) | March 21, 2022 | ||
/s/ Jason Barnett |
General Counsel and Director | March 21, 2022 | ||
/s/ Richard Florida |
Director | March 21, 2022 | ||
/s/ Magalie Laguerre-Wilkinson |
Director | March 21, 2022 | ||
/s/ Richard Saltzman |
Director | March 21, 2022 | ||
/s/ Martin Luther King III |
Director | March 21, 2022 |
Page No. | ||||
F-1 |
||||
Financial Statements: |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
Assets: |
||||
Current assets: |
||||
Cash |
$ | 195,671 | ||
Prepaid expenses |
368,665 | |||
|
|
|||
Total current assets |
564,336 | |||
Investments held in Trust Account |
345,021,006 | |||
|
|
|||
Total Assets |
$ |
345,585,342 |
||
|
|
|||
Liabilities and Stockholders’ Equity (Deficit): |
||||
Current liabilities: |
||||
Accounts payable and accrued expenses |
$ | 161,372 | ||
Franchise tax payable |
200,000 | |||
|
|
|||
Total current liabilities |
361,372 | |||
Derivative warrant liabilities |
8,991,820 | |||
Deferred underwriting commissions |
12,075,000 | |||
|
|
|||
Total Liabilities |
21,428,192 | |||
|
|
|||
Commitments and Contingencies |
||||
Class A ; 250,000,000; 34,500,000 shares |
345,000,000 | |||
Stockholders’ Equity (Deficit): |
||||
Preferred stock, $0.0001 par value; 2,500,000 shares authorized; none issued and outstanding |
— | |||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 8,625,000 shares issued and outstanding |
863 | |||
Additional paid-in capital |
— | |||
Accumulated deficit |
(20,843,713 | ) | ||
|
|
|||
Total stockholders’ equity |
(20,842,850 | ) | ||
|
|
|||
Total Liabilities and Stockholders’ Equity (Deficit) |
$ |
345,585,342 |
||
|
|
General and administrative expenses |
$ | 966,984 | ||
General and administrative expenses - related party |
99,032 | |||
Franchise tax expenses |
200,000 | |||
|
|
|||
Loss from operations |
(1,266,016 | ) | ||
|
|
|||
Other income (expense) |
||||
Change in fair value of derivative warrant liabilities |
4,670,850 | |||
Offering costs associated with derivative warrant liabilities |
(424,230 | ) | ||
Income from investments held in Trust Account |
21,006 | |||
|
|
|||
Total other income, net |
4,267,626 | |||
|
|
|||
Net income before income taxes |
3,001,610 | |||
Income tax expense |
— | |||
|
|
|||
Net income allocable to common stockholders |
$ | 3,001,610 | ||
|
|
|||
Weighted average shares outstanding of Class A common stock |
33,657,821 | |||
|
|
|||
Basic and diluted net income (loss) per share, Class A |
$ | (0.62 | ) | |
|
|
|||
Weighted average shares outstanding of Class B common stock |
8,414,455 | |||
|
|
|||
Basic and diluted net income (loss) per share, Class B |
$ | (0.62 | ) | |
|
|
Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||||||
Class A Common Stock subject to possible redemption |
Class B Common Stock |
Additional Paid-In |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance - January 5, 2021 (inception) |
— | $ |
— |
— | $ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | 8,625,000 | 863 | 24,137 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, |
34,500,000 | 337,686,000 | — | — | — | — | — | |||||||||||||||||||||
Offering costs |
— | (19,106,790 | ) | — | — | — | — | — | ||||||||||||||||||||
Excess cash received over the fair value of private placement warrants |
— | — | — | — | 2,551,330 | — | 2,551,330 | |||||||||||||||||||||
Deemed dividend to Class A stockholders |
— | 26,420,790 | — | — | (2,575,467 | ) | (23,845,323 | ) | (26,420,790 | ) | ||||||||||||||||||
Net income |
— | — | — | — | — | 3,001,610 | 3,001,610 | |||||||||||||||||||||
Balance - December 31, 2021 |
34,500,000 |
$ |
345,000,000 |
8,625,000 |
$ |
863 |
$ |
— |
$ |
(20,843,713 |
) |
$ |
(20,842,850 |
) | ||||||||||||||
Cash Flows from Operating Activities: |
||||
Net income |
$ | 3,001,610 | ||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Change in fair value of derivative warrant liabilities |
(4,670,850 | ) | ||
Offering costs associated with derivative warrant liabilities |
424,230 | |||
Income from investments held in Trust Account |
(21,006 | ) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(368,665 | ) | ||
Accounts payable and accrued expenses |
91,372 | |||
Franchise tax payable |
200,000 | |||
|
|
|||
Net cash used in operating activities |
(1,343,309 | ) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
(345,000,000 | ) | ||
|
|
|||
Net cash used in investing activities |
(345,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
25,000 | |||
Proceeds from note payable to related party |
150,000 | |||
Repayment of note payable to related party |
(150,000 | ) | ||
Proceeds received from initial public offering, gross |
345,000,000 | |||
Proceeds received from private placement |
8,900,000 | |||
Offering costs paid |
(7,386,020 | ) | ||
|
|
|||
Net cash provided by financing activities |
346,538,980 | |||
|
|
|||
Net change in cash |
195,671 | |||
Cash - beginning of the period |
— | |||
|
|
|||
Cash - end of the period |
$ |
195,671 |
||
|
|
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs included in accrued expenses |
$ | 70,000 | ||
Deferred underwriting commissions |
$ | 12,075,000 | ||
Deemed dividend to Class A stockholders |
$ | 26,420,790 |
• | 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 period from January 5, 2021 (inception) through December 31, 2021 |
||||||||
Basic and diluted net income (loss) per common share |
Class A | Class B | ||||||
Numerator: |
||||||||
Allocation of net income (loss), as adjusted |
$ | (20,776,408 | ) | $ | (5,194,102 | ) | ||
Denominator: |
||||||||
Basic and diluted weighted average common shares outstanding |
33,657,821 | 8,414,455 | ||||||
Basic and diluted net income (loss), as adjusted, per common share |
$ | (0.62 | ) | $ | (0.62 | ) |
For the period from January 5, 2021 (inception) through December 31, 2021 |
||||
Net income (loss) as reported |
$ | 3,001,610 | ||
Reconciliation Items: |
||||
Excess cash received over the fair value of private placement warrants |
(2,551,330 | ) | ||
Deemed dividend to Class A stockholders |
(26,420,790 | ) | ||
|
|
|||
Allocation of net income (loss), as adjusted |
$ | (25,970,510 | ) | |
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; |
• | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and |
• | if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account - Money market funds |
$ | 345,021,006 | $ | — | $ | — | ||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | 4,831,580 | $ | — | $ | — | ||||||
Derivative placement warrants |
$ | — | $ | 4,160,240 | $ | — |
Exercise price |
$ | 11.50 | ||
Stock price |
$ | 9.79 | ||
Volatility |
16.8 | % | ||
Term |
6.1 | |||
Risk-free rate |
0.95 | % |
$ | — | |||
Issuance of Public and Private Warrants |
13,662,670 | |||
Change in fair value of derivative warrant liabilities |
$ | (1,026,670 | ) | |
Transfer of Public Warrants to Level 1 |
(6,762,000 | ) | ||
Transfer of Private Placement Warrants to Level 2 |
(5,874,000 | ) | ||
|
|
|||
Derivative |
$ | — | ||
|
|
December 31, 2021 |
||||
Current |
||||
Federal |
$ | — | ||
State |
— | |||
Deferred |
||||
Federal |
(261,452 | ) | ||
State |
(63,931 | ) | ||
Valuation allowance |
325,383 | |||
|
|
|||
Income tax provision |
$ | — | ||
|
|
December 31, 2021 |
||||
Deferred tax assets: |
||||
Start-up/Organization costs |
$ | 278,603 | ||
Net operating loss carryforwards |
46,780 | |||
|
|
|||
Total deferred tax assets |
325,383 | |||
Valuation allowance |
(325,383 | ) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ | — | ||
|
|
December 31, 2021 |
||||
Statutory federal income tax rate |
21.0 | % | ||
Statutory state rate, net of federal benefit |
5.1 | % | ||
Change in fair value of derivative warrant liabilities |
(40.6 | )% | ||
Transaction costs allocated to derivative warrant liabilities |
3.7 | % | ||
Change in valuation allowance |
10.8 | % | ||
|
|
|||
Income Taxes Benefit |
0.0 | % | ||
|
|
1 Year RXR Acquisition Chart |
1 Month RXR Acquisition Chart |
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