Item 1.01. Entry into a Material Definitive Agreement.
On December 16, 2022, RXR Acquisition Corp. (the "Company") entered into an
amendment (the "Trust Agreement Amendment") to the Investment Management Trust
Agreement, dated March 3, 2021 (the "Trust Agreement"), by and between the
Company and Continental Stock Transfer & Trust Company, a New York corporation,
as trustee ("Continental") to change the date on which Continental must commence
liquidation of the trust account established in connection with the Company's
initial public offering from March 8, 2023 (the "Original Termination Date") to
such other date as shall be determined by the board of directors of the Company
(the "Board") and publicly announced by the Company, provided that such other
date shall be no sooner than the date of the effectiveness of the amendment to
the Certificate of Incorporation pursuant to the General Corporation Law of the
State of Delaware and no later than December 30, 2022 (such date, the "Early
Termination Date"). The foregoing description of the Trust Agreement Amendment
is qualified in its entirety by the full text of the Trust Agreement Amendment,
which is filed as Exhibit 3.1 hereto and incorporated herein by reference
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On December 16, 2022, the Company filed with the Secretary of State of the State
of Delaware an amendment (the "Early Termination Amendment") to the Company's
amended and restated certificate of incorporation to change the date by which
the Company must consummate a Business Combination from the Original Termination
Date to the Early Termination Date. The Company's stockholders approved the
Early Termination Amendment at a special meeting of stockholders of the Company
(the "Stockholder Meeting") on December 15, 2022. The foregoing description of
the Early Termination Amendment is qualified in its entirety by the full text of
the Early Termination Amendment, which is filed as Exhibit 3.2 hereto and
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 15, 2022, at the Special Meeting, a total of 36,861,094 (or 85.475%)
of the Company's issued and outstanding shares of Class A common stock and
Class B common stock held of record as of November 17, 2022, the record date for
the Special Meeting, were present either in person or by proxy, which
constituted a quorum. The Company's stockholders voted on the following
proposals at the Special Meeting, each of which were approved. The final vote
tabulation for each proposal is set forth below.
Proposal 1. To approve and adopt the Early Termination Proposal.
For Against Abstained
36,861,094 0 0
Proposal 2. To approve and adopt the Early Termination Trust Amendment Proposal.
For Against Abstained
36,861,094 0 0
Proposal 3. To approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Early Termination Proposal or the Early
Termination Trust Amendment Proposal.
36,840,887 20,207 0
Although this proposal would have received sufficient votes to be approved, no
motion to adjourn was made because the adjournment of the Special Meeting was
determined not to be necessary or appropriate.
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Item 8.01 Other Events.
On December 19, 2022, the Company issued a press release announcing that because
the Company will not consummate an initial business combination within the time
period required by its Amended and Restated Certificate of Incorporation (the
"Amended Charter"), the Company intends to dissolve and liquidate in accordance
with the provisions of the Amended Charter and will redeem all of the
outstanding shares of Class A common stock that were included in the units
issued in its initial public offering (the "Public Shares"), at an anticipated
per-share redemption price of approximately $10.00.
As of the close of business on December 20, 2022, the Public Shares will be
deemed cancelled and will represent only the right to receive the redemption
amount.
In order to provide for the disbursement of funds from the trust account, the
Company will instruct the trustee of the trust account to take all necessary
actions to liquidate the securities held in the trust account. The proceeds of
the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders will receive
their pro rata portion of the proceeds of the trust account by delivering their
Public Shares to Continental Stock Transfer & Trust Company, the Company's
transfer agent. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be completed within
seven business days after December 20, 2022.
The Company's sponsor, officers and directors have agreed to waive their
redemption rights with respect to their outstanding Class B common stock issued
prior to the Company's initial public offering. There will be no redemption
rights or liquidating distributions with respect to the Company's warrants,
which will expire worthless.
The Company expects that The Nasdaq Capital Market LLC will file a Form 25 with
the United States Securities and Exchange Commission (the "Commission") to
delist the Company's securities. The Company thereafter expects to file a Form
15 with the Commission to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended. The Company anticipates that the
Public Shares will cease trading as of the close of business on December 20,
2022.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 First Amendment to the Investment Management Trust Agreement, dated
December 16, 2022, by and between RXR Acquisition Corp. and
Continental Stock Transfer & Trust Company.
3.2 Amendment to Amended and Restated Certificate of Incorporation of
RXR Acquisition Corp.
99.1 Press Release, dated December 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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